-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ke/+7mN20qn935QfDlCTE5wwNonF2MXy6JBNB8t+okVDvnr+sW7EMhxM+7Qxn048 DyA5FP/Q3HmfDueJQWnFjw== 0000950168-97-003644.txt : 19971218 0000950168-97-003644.hdr.sgml : 19971218 ACCESSION NUMBER: 0000950168-97-003644 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 17 FILED AS OF DATE: 19971217 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WACHOVIA CORP/ NC CENTRAL INDEX KEY: 0000774203 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 561473727 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-37339 FILM NUMBER: 97739991 BUSINESS ADDRESS: STREET 1: 100 N MAIN ST STREET 2: P O BOX 3099 CITY: WINSTON SALEM STATE: NC ZIP: 27150 BUSINESS PHONE: 9107705000 MAIL ADDRESS: STREET 1: 100 NORTH MAIN ST STREET 2: P O BOX 3099 CITY: WINSTON SALEM STATE: NC ZIP: 27150 FORMER COMPANY: FORMER CONFORMED NAME: FIRST WACHOVIA CORP DATE OF NAME CHANGE: 19910603 POS AM 1 WACHOVIA POS AM SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO REGISTRATION STATEMENT ON FORM S-4 UNDER THE SECURITIES ACT OF 1933 ------------------------------ WACHOVIA CORPORATION (Exact name of registrant as specified in its charter) NORTH CAROLINA 1473727 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 100 North Main Street, P.O. Box 3099, Winston-Salem, North Carolina 27150 191 Peachtree Street, N.E., P.O. Box 4148, Atlanta, Georgia 30303 (Address of principal executive offices, including zip code) CENTRAL FIDELITY BANKS, INC. 1995 STOCK INCENTIVE PLAN CENTRAL FIDELITY BANKS, INC. 1993 INCENTIVE STOCK OPTION PLAN CENTRAL FIDELITY BANKS, INC. 1991 INCENTIVE STOCK OPTION PLAN CENTRAL FIDELITY BANKS, INC. 1988 INCENTIVE STOCK OPTION PLAN CENTRAL FIDELITY BANKS, INC. 1986 INCENTIVE STOCK OPTION PLAN CENTRAL FIDELITY BANKS, INC. 1992 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (Full title of the plans) --------------------------- Alice Washington Grogan Secretary and Counsel Wachovia Corporation 100 North Main Street Post Office Box 3099 Winston-Salem, North Carolina 27150 (910) 732-5801 (Name, address and telephone number, including area code, of agent for service) This Post-Effective Amendment covers 2,050,000 shares of the Registrant's $5.00 par value common stock which were included in the shares of such common stock originally registered on the Form S-4 (File No. 333-37339) to which this is an amendment. The registration fee in respect to such common stock was paid at the time of the original filing of the Registration Statement relating to such common stock. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by Wachovia Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1996, filed on March 26, 1997 pursuant to Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"). (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year referred to in (a), above. (c) The description of the Company's Common Stock, par value $5.00 per share, contained in the Company's Registration Statement on Form 8-B filed pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The legality of the securities offered hereby has been passed upon by Kenneth W. McAllister, Esq., General Counsel of the Company, who owns approximately 23,000 shares of Common Stock and has been granted options to purchase 55,007 shares of Common Stock and restricted awards for 25,000 shares of Common Stock under plans of the Company. Item 6. Indemnification of Directors and Officers. Sections 55-8-50 through 55-8-58 of the North Carolina Business Corporation Act contain specific provisions relating to indemnification of directors and officers of North Carolina corporations. In general, the statutes provide that (i) a corporation must indemnify a director or officer who is wholly successful in his defense of a proceeding to which he is a party because of his status as such, unless limited by the articles of incorporation, and (ii) a corporation may indemnify a director or officer if he is not wholly successful in such defense, if it is determined as provided by statute that the director or officer meets certain standards of conduct, provided when a director or officer is liable to the corporation or is adjudged liable on the basis that personal benefit was improperly received by him, the corporation may not indemnify him. A director or officer of a corporation who is a party to a proceeding may also apply to the courts for indemnification, unless the articles of incorporation provide otherwise, and the court may order indemnification under certain circumstances set forth in the statute. A corporation may, in its articles of incorporation or bylaws or by contract or resolution, provide indemnification in addition to that provided by statute, subject to certain conditions. II - 1 The Company's bylaws provide for the indemnification of any director or officer of the Company or any wholly owned subsidiary of the Company against liabilities and litigation expenses arising out of his status as such, excluding (i) that portion of any liabilities or litigation expenses with respect to which such person is entitled to receive payment under any insurance policy other than a directors' and officers' insurance policy maintained by the Company or (ii) any liabilities or litigation expenses incurred on account of any of such person's activities which were at the time taken known or believed by such person to be clearly in conflict with the best interests of the Company. The Company's articles of incorporation provide for the elimination of the personal liability of each director of the Company to the fullest extent permitted by law. The Company has purchased a standard liability policy, which, subject to any limitations set forth in the policy, would pay on behalf of the Company's directors and officers for damages that they become legally obligated to pay as a result of any actual or alleged act, error, omission, misstatement, misleading statement or breach of duty committed while acting in their official capacity or any matter asserted against an officer or director solely by reason of his status as an officer or director. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The following exhibits are filed as a part of this Registration Statement: Number Description 4.1 Articles IV, VII, IX, X and XI of the Company's Amended and Restated Articles of Incorporation, which are incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-9021) 4.2 Article 1, Section 1.8 and Article 6 of the Company's Bylaws, which are incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-4 filed October 1, 1997 (File No. 333-36889) 4.3 All instruments defining the rights of holders of long-term debt of the Company and its subsidiaries (Not filed pursuant to 4(iii) of Item 601(b) of Regulation S-K; to be furnished upon the request of the Commission) 5 Opinion of Kenneth W. McAllister, Esq., as to the legality of the Common Stock being registered 23.1 Consent of Kenneth W. McAllister, Esq., which is contained in his opinion filed as Exhibit 5 23.2 Consent of Ernst & Young LLP 23.3 Consent of KPMG Peat Marwick LLP 24 Power of Attorney 99.1 Central Fidelity Banks, Inc. 1995 Stock Incentive Plan, as amended September 11, 1996 II - 2 99.2 1997 Declaration of Amendment to Central Fidelity Banks, Inc. 1995 Stock Incentive Plan 99.3 Central Fidelity Banks, Inc. 1993 Incentive Stock Option Plan 99.4 1997 Declaration of Amendment to Central Fidelity Banks, Inc. 1993 Incentive Stock Option Plan 99.5 Central Fidelity Banks, Inc. 1991 Incentive Stock Option Plan 99.6 1997 Declaration of Amendment to Central Fidelity Banks, Inc. 1991 Incentive Stock Option Plan 99.7 Central Fidelity Banks, Inc. 1988 Incentive Stock Option Plan 99.8 1997 Declaration of Amendment to Central Fidelity Banks, Inc. 1988 Incentive Stock Option Plan 99.9 Central Fidelity Banks, Inc. 1986 Incentive Stock Option Plan 99.10 1997 Declaration of Amendment to Central Fidelity Banks, Inc. 1986 Incentive Stock Option Plan 99.11 Central Fidelity Banks, Inc. 1992 Compensation Plan for Non-Employee Directors 99.12 1997 Declaration of Amendment to Central Fidelity Banks, Inc. 1992 Compensation Plan for Non-Employee Directors Item 9. Undertakings. (a) The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; II - 3 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do ----------------- not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II - 4 SIGNATURES THE REGISTRANT Pursuant to the requirements of the Securities Act of 1933, Wachovia Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 on Form S-8 to Registration Statement No. 333-37339 on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on this 16th day of December, 1997. WACHOVIA CORPORATION By: Leslie M. Baker, Jr. ------------------------------------- Leslie M. Baker, Jr. President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 16, 1997.
Leslie M. Baker, Jr. John G. Medlin, Jr. - ------------------------------------------- ----------------------------------- Name: Leslie M. Baker, Jr. Name: John G. Medlin, Jr. Title: Director, President and Title: Chairman of the Board Chief Executive Officer (principal executive officer) James S. Balloun * Peter C. Browning * - ------------------------------------------- ----------------------------------- Name: James S. Balloun Name: Peter C. Browning Title: Director Title: Director John T. Casteen III * John L. Clendenin * - ------------------------------------------- ----------------------------------- Name: John T. Casteen III Name: John L. Clendenin Title: Director Title: Director Lawrence M. Gressette, Jr. * Thomas K. Hearn, Jr. * - ------------------------------------------- ----------------------------------- Name: Lawrence M. Gressette, Jr. Name: Thomas K. Hearn, Jr. Title: Director Title: Director George W. Henderson III * W. Hayne Hipp * - ------------------------------------------- ----------------------------------- Name: George W. Henderson III Name: W. Hayne Hipp Title: Director Title: Director Robert M. Holder, Jr. * Robert A. Ingram * - ------------------------------------------- ----------------------------------- Name: Robert M. Holder, Jr. Name: Robert A. Ingram Title: Director Title: Director II - 5 James W. Johnston * Sherwood H. Smith, Jr. * - ------------------------------------------- ----------------------------------- Name: James W. Johnston Name: Sherwood H. Smith, Jr. Title: Director Title: Director Wyndham Robertson * Herman J. Russell * - ------------------------------------------- ----------------------------------- Name: Wyndham Robertson Name: Herman J. Russell Title: Director Title: Director John C. Whitaker, Jr. * - ------------------------------------------- Name: John C. Whitaker, Jr. Title: Director Robert S. McCoy, Jr. Donald K. Truslow - ------------------------------------------- ----------------------------------- Name: Robert S. McCoy, Jr. Name: Donald K. Truslow Title: Executive Vice President and Title: Comptroller (principal Chief Financial Officer accounting officer) (principal financial officer) * By: Kenneth W. McAllister --------------------- Name: Kenneth W. McAllister --------------------- Attorney-in-Fact
II - 6 EXHIBIT INDEX to Registration Statement on Form S-8 of Wachovia Corporation Exhibit No. Description 4.1 Articles IV, VII, IX, X and XI of the Company's Amended and Restated Articles of Incorporation, which are incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-9021) * 4.2 Article 1, Section 1.8 and Article 6 of the Company's Bylaws, which are incorporated by Reference to Exhibit 3.2 to the Company's Registration Statement on Form S-4 filed October 1, 1997 (File No. 333-36889) * 4.3 All instruments defining the rights of holders of long-term debt of the Company and its subsidiaries (Not filed pursuant to 4(iii) of Item 601(b) of Regulation S-K; to be furnished upon the request of the Commission) 5 Opinion of Kenneth W. McAllister, Esq., as to the legality of the Common Stock being registered 23.1 Consent of Kenneth W. McAllister, Esq., which is contained in his opinion filed as Exhibit 5 23.2 Consent of Ernst & Young LLP 23.3 Consent of KPMG Peat Marwick LLP 24 Power of Attorney 99.1 Central Fidelity Banks, Inc. 1995 Stock Incentive Plan, as amended September 11, 1996 99.2 1997 Declaration of Amendment to Central Fidelity Banks, Inc. 1995 Stock Incentive Plan 99.3 Central Fidelity Banks, Inc. 1993 Incentive Stock Option Plan 99.4 1997 Declaration of Amendment to Central Fidelity Banks, Inc. 1993 Incentive Stock Option Plan 99.5 Central Fidelity Banks, Inc. 1991 Incentive Stock Option Plan 99.6 1997 Declaration of Amendment to Central Fidelity Banks, Inc. 1991 Incentive Stock Option Plan 99.7 Central Fidelity Banks, Inc. 1988 Incentive Stock Option Plan 99.8 1997 Declaration of Amendment to Central Fidelity Banks, Inc. 1988 Incentive Stock Option Plan II - 7 99.9 Central Fidelity Banks, Inc. 1986 Incentive Stock Option Plan 99.10 1997 Declaration of Amendment to Central Fidelity Banks, Inc. 1986 Incentive Stock Option Plan 99.11 Central Fidelity Banks, Inc. 1992 Compensation Plan for Non-Employee Directors 99.12 1997 Declaration of Amendment to Central Fidelity Banks, Inc. 1992 Compensation Plan for Non-Employee Directors - ------ * Incorporated by reference. II - 8 EX-5 2 EXHIBIT 5 Kenneth W. McAllister Executive Vice President and General Counsel Wachovia Corporation 100 North Main Street Winston-Salem, North Carolina 27150 December 17, 1997 Wachovia Corporation 100 North Main Street P.O. Box 3099 Winston-Salem, North Carolina 27150 Re: Registration Statement on Form S-8 Relating to Certain Stock Plans of Central Fidelity Banks, Inc. Gentlemen: I am familiar with the proceedings taken by Wachovia Corporation (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") of a Post-Effective Amendment No. 1 on Form S-8 (the "Registration Statement") to a Registration Statement on Form S-4 (File No. 333-37339) under the Securities Act of 1933, as amended, pertaining to the issuance and sale of up to 2,050,000 shares of the Company's Common Stock, par value $5.00 per share (the "Shares"), pursuant to certain obligations assumed by the Company with respect to the following: (1) Central Fidelity Banks, Inc. 1995 Stock Incentive Plan; (2) Central Fidelity Banks, Inc. 1993 Incentive Stock Option Plan; (3) Central Fidelity Banks, Inc. 1991 Incentive Stock Option Plan; (4) Central Fidelity Banks, Inc. 1988 Incentive Stock Option Plan; (5) Central Fidelity Banks, Inc. 1986 Incentive Stock Option Plan; and (6) Central Fidelity Banks, Inc. 1992 Compensation Plan for Non-Employee Directors (collectively, the "Plans"). The assumption by the Company of such obligations, and the issuance and sale of the Shares, is contemplated pursuant to a certain Agreement and Plan of Merger dated as of June 23, 1997 by and between the Company and Central Fidelity Banks, Inc. ("Central Fidelity"), pursuant to which Central Fidelity merged with and into the Company. As counsel for the Company, the Plans and the Registration Statement have been reviewed under my direction, and I have examined and am familiar with the records relating to the organization of the Company, including its articles of incorporation, bylaws and all amendments thereto, and the records of all proceedings taken by the Board of Directors and shareholders of the Company pertinent to the rendering of this opinion. Based on the foregoing, and having regard for such legal considerations as I have deemed relevant, I am of the opinion that the Shares have been duly authorized and, upon issuance of the Shares and receipt by the Company of the consideration therefor in accordance with the terms of the respective Plan, the Shares will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, /S/ Kenneth W. McAllister Kenneth W. McAllister EX-23 3 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Post-Effective Amendment No. 1 on Form S-8 filed on or about December 11, 1997) pertaining to the Central Fidelity Banks, Inc. 1995 Stock Incentive Plan, Central Fidelity Banks, Inc. 1993 Incentive Stock Option Plan, Central Fidelity Banks, Inc. 1991 Incentive Stock Option Plan, Central Fidelity Banks, Inc. 1988 Incentive Stock Option Plan, Central Fidelity Banks, Inc. 1986 Incentive Stock Option Plan, and Central Fidelity Banks, Inc. 1992 Compensation Plan for Non-Employee Directors of our report dated January 15, 1997, with respect to the consolidated financial statements of Wachovia Corporation incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the Securities and Exchange Commission. Ernst & Young LLP Winston-Salem, North Carolina December 15, 1997 EX-23 4 EXHIBIT 23.3 EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Wachovia Corporation: We consent to the incorporation by reference in the post-effective amendment No. 1 on Form S-8 to registration statement on Form S-4 of Wachovia Corporation of our report dated January 15, 1997, with respect to the consolidated balance sheet of Central Fidelity Banks, Inc. as of December 31, 1996 and 1995, and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1996, which report appears in the Form 8-K of Wachovia Corporation dated September 8, 1997. KPMG Peat Marwick LLP Richmond, Virginia December 17, 1997 EX-24 5 EXHIBIT 24 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: We, the undersigned directors of Wachovia Corporation, and each of us, do hereby make, constitute and appoint Kenneth W. McAllister and Alice Washington Grogan, and each of them (either of whom may act without the consent or joinder of the other), our attorneys-in-fact and agents with full power of substitution for us and in our name, place and stead, in any and all capacities, to execute for us and in our behalf the Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 (File No. 333-37339) under the Securities Act of 1933, and any post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in the premises, as fully to all intents and purposes as we might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, we the undersigned have executed this Power of Attorney this 16th day of December, 1997. /s/ James S. Balloun /s/ Peter C. Browning - ----------------------- -------------------------- James S. Balloun Peter C. Browning /s/ John T. Casteen /s/ John L. Clendenin - ----------------------- -------------------------- John T. Casteen John L. Clendenin /s/ Lawrence M. Gressette, Jr. /s/ Thomas K. Hearn, Jr. - ----------------------- -------------------------- Lawrence M. Gressette, Jr. Thomas K. Hearn, Jr. /s/ George W. Henderson III /s/ W. Hayne Hipp - ----------------------- -------------------------- George W. Henderson III W. Hayne Hipp /s/ Robert M. Holder, Jr. /s/ Robert A. Ingram - ----------------------- -------------------------- Robert M. Holder, Jr. Robert A. Ingram /s/ James W. Johnston /s/ Wyndham Robertson - ----------------------- -------------------------- James W. Johnston Wyndham Robertson /s/ Herman J. Russell /s/ Sherwood H. Smith, Jr. - ----------------------- -------------------------- Herman J. Russell Sherwood H. Smith, Jr. /s/ John C. Whitaker, Jr. - ----------------------- John C. Whitaker, Jr. EX-99 6 EXHIBIT 99.1 EXHIBIT 99.1 CENTRAL FIDELITY BANKS, INC. 1995 STOCK INCENTIVE PLAN (AS AMENDED SEPTEMBER 11, 1996) ARTICLE I. ESTABLISHMENT, PURPOSE, AND DURATION 1.1 ESTABLISHMENT OF THE PLAN. Central Fidelity Banks, Inc. (hereinafter referred to as the "Company"), a Commonwealth of Virginia corporation, hereby establishes an incentive compensation plan to be known as the "1995 Stock Incentive Plan" (hereinafter referred to as the "Plan"), as set forth in this document. Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in Section 2.1 herein. The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Performance Awards in the form of Performance Units and Performance Shares, and Other Stock Unit Awards. The Plan was adopted by the Board of Directors on January 11, 1995, and shall become effective as of May 10, 1995 (the "Effective Date"), subject to the approval by vote of shareholders of the Company in accordance with applicable laws. Awards may be granted prior to shareholder approval of the Plan, but each such Award shall be subject to the approval of the Plan by the shareholders. 1.2 PURPOSE OF THE PLAN. The Plan is intended to foster the success of the Company and its subsidiaries by providing incentives to Eligible Employees to promote the long-term financial success of the Company. The Plan is designed to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Eligible Employees upon whose judgment, interest, and special effort the successful conduct of the Company's operation is largely dependent. 1.3 DURATION OF THE PLAN. The Plan shall commence on the Effective Date, as described in Section 1.1 herein, and shall remain in effect, subject to the right of the Board of Directors to terminate the Plan at any time pursuant to Article XII herein, until May 9, 2005, at which time it shall terminate except with respect to Awards made prior to, and outstanding on, that date, which shall remain valid in accordance with their terms. ARTICLE II. DEFINITIONS 2.1 DEFINITIONS. Except as otherwise defined in the Plan, the following terms shall have the meanings set forth below: (a) "AFFILIATE" shall have the meaning ascribed to such term in Rule 12b-2 under the Exchange Act. (b) "AGREEMENT" means a written agreement implementing the grant of each Award signed by an A-11 authorized officer of the Company and by the Participant. (c) "AWARD" means individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Performance Units, Performance Shares, or Other Stock Unit Awards. (d) "AWARD DATE" or "GRANT DATE" means the date on which an Award is made by the Committee under this Plan. (e) "BENEFICIAL OWNER" shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act. (f) "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the Company. (g) "CHANGE IN CONTROL" shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied: (i) Any person, corporation or other entity or group, including any "group" as defined in Section 13(d)(3) of the Exchange Act, other than (A) those persons in control of the Company on the Effective Date, (B) any person or group acquiring securities of the Company directly from the Company, or (C) a trustee or other fiduciary holding securities of the Company under an employee benefit plan sponsored or maintained by the Company or its Subsidiaries, becomes the beneficial owner of shares of the Company having 10% or more of the total number of votes that may be cast for the election of directors of the Company; or (ii) As the result of, or in connection with, any tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing (a "Transaction"), the persons who were directors of the Company before the Transaction shall, following the Transaction, cease to constitute a majority of the Board of Directors of the Company or any successor to the Company or its assets; or (iii) if at any time, (w) the Company shall consolidate with, or merge with, any other Person and the Company shall not be the continuing or surviving corporation, (x) any Person shall consolidate with, or merge with, the Company, and the Company shall be the continuing or surviving corporation and in connection therewith, all or part of the outstanding Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, (y) the Company shall be a party to a statutory share exchange with any other Person after which the Company is a Subsidiary of any other Person, or (z) the Company shall sell or otherwise transfer 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons. (h) "CODE" means the Internal Revenue Code of 1986, as amended from time to time. (i) "COMMITTEE" means the Compensation Committee of the Board or such other committee as the Board may from time to time appoint to administer the Plan. (j) "COMPANY" means Central Fidelity Banks, Inc. including all Affiliates and Subsidiaries, or any A-12 successor thereto as provided in Article XIV herein. (k) "ELIGIBLE EMPLOYEE" means any officer or other employee of the Company or its Subsidiaries (including any entity that becomes a Subsidiary after the adoption of this Plan). Eligible Employee does not include directors of the Company who are not also employees of the Company or its Subsidiaries. (l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended. (m) "FAIR MARKET VALUE" on a particular date means as follows: (i) If the Stock is approved for trading on NASDAQ, the mean between the high and low sales prices of a share of Common Stock as reported for such date in the WALL STREET JOURNAL with regard to NASDAQ issues; or (ii) If the Stock is not approved for trading on NASDAQ but is listed or admitted to trading on a national securities exchange, the mean between the high and low sales prices of a share of Stock in consolidated trading as reported for such date in the WALL STREET JOURNAL with regard to securities listed or admitted to trading on such national securities exchange; or (iii) If in (i) or (ii) above, as applicable, there were no sales on such date reported as provided above, the respective prices on the most recent prior day on which sales were so reported. In the case of an Incentive Stock Option, if the foregoing method of determining fair market value should be inconsistent with section 422 of the Code, "Fair Market Value" shall be determined by the Committee in a manner consistent with such section of the Code and shall mean the value as so determined. (n) "INCENTIVE STOCK OPTION" or "ISO" means an option to purchase Stock, granted under Article VI herein, which is designated as an incentive stock option and is intended to meet the requirements of Section 422 of the Code. (o) "NONQUALIFIED STOCK OPTION" or "NQSO" means an option to purchase Stock, granted under Article VI herein, which is not intended to be an Incentive Stock Option. (p) "OPTION" means an Incentive Stock Option or a Nonqualified Stock Option. (q) "OTHER STOCK UNIT AWARD" means awards of Stock or other awards that are valued in whole or in part by reference to, or are otherwise based on, Shares or other securities of the Company and granted pursuant to Article X hereof. (r) "PARTICIPANT" means an Eligible Employee who has been granted an Award under the Plan. (s) "PERFORMANCE AWARD" means a performance-based Award, which may be in the form of either Performance Shares or Performance Units. (t) "PERFORMANCE SHARE" means an Award, designated as a performance share, granted to a Participant pursuant to Article IX herein, the value of which is determined by the Fair Market Value of A-13 Company Stock in a manner deemed appropriate by the Committee and described in the Agreement. (u) "PERFORMANCE UNIT" means an Award, designated as a performance unit, granted to a Participant pursuant to Article IX herein, the value of which is determined, in whole or in part, by the attainment of preestablished goals relating to Company financial or operating performance as deemed appropriate by the Committee and described in the Agreement but which is not determined by reference to the Fair Market Value of Common Stock. (v) "PERIOD OF RESTRICTION" means the period during which the transfer of Shares of Restricted Stock is restricted, pursuant to Article VIII herein. (w) "PERSON" shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d). (x) "PLAN" means the Central Fidelity Banks, Inc. 1995 Stock Incentive Plan as herein described and as hereafter from time to time amended. (y) "RELATED OPTION" means an Incentive Stock Option or a Nonqualified Stock Option granted in conjunction with the grant of a Stock Appreciation Right. (z) "RESTRICTED STOCK" means an Award of Stock granted to a Participant pursuant to Article VIII herein. (aa) "SECRETARY" means the officer designated as the Secretary of the Company. (bb) "STOCK" OR "SHARES" means the common stock of the Company. (cc) "STOCK APPRECIATION RIGHT" or "SAR" means an Award, designated as Stock Appreciation Right, granted to a participant pursuant to Article VII herein. (dd) "SUBSIDIARY" shall mean, with respect to any corporation, a subsidiary of that corporation within the meaning of Code section 424(f). ARTICLE III. ADMINISTRATION 3.1 GENERAL. The Plan shall be administered by a committee of the Board consisting of two or more directors appointed from time to time by the Board. No person shall be appointed to or shall serve as a member of such committee unless at the time of such appointment and service he shall be an "outside director" within the meaning of Section 162(m)(4)(C)(i) of the Code. Notwithstanding the foregoing, the Board may, in its discretion, delegate to another committee of the Board any or all of the authority and responsibility of the Committee with respect to awards to employees who are not subject to Section 16 of the Exchange Act at the time any such delegated authority or responsibility is exercised. Such other committee may consist of two or more directors who may, but need not, be officers or employees of the Company or of any of its Subsidiaries. To the extent that the Board has delegated to such other committee the authority and responsibility of the Committee pursuant to the foregoing, all references to the Committee in the Plan shall be to such A-14 other committee. 3.2 COMMITTEE POWERS. The Committee shall have all powers necessary or desirable to administer the Plan. The express grant in this Plan of any specific power to the Committee shall not be construed as limiting any power or authority of the Committee. In addition to any other powers and, subject to the provisions of the Plan, the Committee shall have the following specific powers: (i) to determine the terms and conditions upon which the Awards may be made and exercised; (ii) to determine all terms and provisions of each Agreement, which need not be identical; (iii) to construe and interpret the Agreements and the Plan; (iv) to establish, amend or waive rules or regulations for the Plan's administration; (v) to accelerate the exercisability of any Award, the end of a Performance Period or termination of any Period of Restriction; and (vi) to make all other determinations and take all other actions necessary or advisable for the administration of the Plan. 3.3 SELECTION OF PARTICIPANTS. The Committee shall have the authority to grant Awards under the Plan, from time to time, to such Eligible Employees as may be selected by it; provided, however, that no Awards made to a Participant subject to Section 16 of the Exchange Act shall be effective until such Award has been approved by the Board or otherwise is determined by the Committee to meet the requirements of Rule 16b-3, as amended (or any successor or similar rule), under the Exchange Act ("Rule 16b-3"). Each Award shall be evidenced by an Agreement. 3.4 DECISIONS BINDING. All determinations and decisions made by the Committee pursuant to the provisions of the Plan shall be final, conclusive and binding. 3.5 RULE 16B-3 REQUIREMENTS; CODE SECTION 162(M). Notwithstanding any other provision of the Plan, the Committee may impose such conditions on any Award, and the Board may amend the Plan in any such respects, as they may determine, on the advice of counsel, are necessary or desirable to satisfy the provisions of Rule 16b-3. Any provision of the Plan to the contrary notwithstanding, and except to the extent that the Committee determines otherwise: (a) transactions by and with respect to officers and directors of the Company who are subject to Section 16(b) of the Exchange Act (hereafter, "Section 16 Persons") shall comply with any applicable conditions of Rule 16b-3; (b) transactions with respect to persons whose remuneration is subject to the provisions of Section 162(m) of the Code shall conform to the requirements of Section 162(m)(4)(C) of the Code; and (c) every provision of the Plan shall be administered, interpreted and construed to carry out the foregoing provisions of this sentence. Notwithstanding any provision of the Plan to the contrary, the Plan is intended to give the Committee the authority to grant Awards that qualify as performance-based compensation under Code Section 162(m)(4)(C) as well as Awards that do not so qualify. Every provision of the Plan shall be administered, interpreted and construed to carry out such intention and any provision that cannot be so administered, interpreted and construed shall to that extent be disregarded; and any provision of the Plan that would prevent an Award that the Committee intends to qualify as performance-based compensation under Code Section 162(m)(4)(C) from so qualifying shall be administered, interpreted and construed to carry out such intention and any provision that cannot be so administered, interpreted and construed shall to that extent be disregarded. ARTICLE IV. STOCK SUBJECT TO THE PLAN 4.1 NUMBER OF SHARES. Subject to adjustment as provided in Section 4.3 herein, the maximum aggregate number of Shares that may be issued pursuant to Awards made under the Plan shall not exceed 2,625,000. A-15 No more than one-third of the aggregate number of such Shares shall be issued in connection with Restricted Stock Awards, Performance Awards, or Other Stock Unit Awards. Further, subject to Section 4.3, the maximum Award that may be made under the Plan to any Participant in a consecutive twelve month period shall not exceed 50,000 shares. Except as provided in Section 4.2 herein, the issuance of Shares in connection with the exercise of, or as other payment for, Awards under the Plan shall reduce the number of Shares available for future Awards under the Plan. 4.2 LAPSED AWARDS OR FORFEITED SHARES. If any Award granted under this Plan terminates, expires or lapses for any reason other than by virtue of exercise of the Award, or if Shares issued pursuant to Awards are forfeited, any Stock subject to such Award again shall be available for the grant of an Award under the Plan. 4.3 CAPITAL ADJUSTMENTS. If the outstanding Shares of the Company are increased, decreased or exchanged, through merger, consolidation, sale of all or substantially all of the property of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split or other distribution in respect of such Shares, for a different number or kind of Shares, or if additional Shares or new or different Shares are distributed in respect of such Shares, an appropriate and proportionate adjustment shall be made by the Committee, whose determination shall be binding on all persons. The number and class of Shares subject to each outstanding Award, the Option Price and the aggregate number and class of Shares for which Awards thereafter may be made shall be subject to such adjustment. If the adjustment would produce fractional Shares with respect to any then outstanding Awards, the Committee may adjust appropriately the number of Shares covered by the outstanding Awards so as to eliminate the fractional shares. Any adjustments to be made with respect to Incentive Stock Options shall comply with sections 422 and 424 of the Code. ARTICLE V. ELIGIBILITY All Eligible Employees of the Company and its Subsidiaries may participate in the Plan. Directors of the Company who are not employees of the Company or its Subsidiaries are not eligible to participate. ARTICLE VI. STOCK OPTIONS 6.1 GRANT OF OPTIONS TO ELIGIBLE EMPLOYEES. Subject to the terms and provisions of the Plan, Options may be granted to Eligible Employees at any time and from time to time as shall be determined by the Committee. Subject to Section 4.1 above, the Committee shall have complete discretion in determining the number of Shares subject to Options granted to each Eligible Employee, provided, however, that the aggregate Fair Market Value (determined at the time the Award is made) of Shares with respect to which an Eligible Employee may first exercise ISOs granted under the Plan during any calendar year may not exceed $100,000 or such amount as shall be specified in Section 422 of the Code and rules and regulations thereunder. 6.2 OPTION AGREEMENT. Each Option grant shall be evidenced by an Agreement that shall specify the type of Option granted, the Option Price (as hereinafter defined), the duration of the Option, the number of Shares to which the Option pertains, any conditions imposed upon the exercisability of Options in the event of retirement, death, disability, or other termination of employment, and such other provisions as the Committee shall determine. The Agreement shall specify whether the Option is intended to be an Incentive A-16 Stock Option within the meaning of Section 422 of the Code, or a Nonqualified Stock Option not intended to be within the provisions of Section 422 of the Code. 6.3 OPTION PRICE. The exercise price per share of Stock covered by an Option ("Option Price") shall be determined by the Committee subject to the following limitations. In the case of an ISO, the Option Price shall not be less than 100% of the Fair Market Value of such Stock on the Grant Date or in the case of any optionee who, at the time such Incentive Stock Option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of stock of his employer corporation or of its parent or subsidiary corporation, not less than 110% of the Fair Market Value of such Stock on the date the Incentive Stock Option is granted. In the case of a NQSO, the Option Price shall not be less than 100% of the Fair Market Value of the Stock on the Grant Date. In no event shall the Option Price of any option be less than the par value of the Stock. 6.4 DURATION OF OPTIONS. Each Option shall expire on the earliest of (a) ten years from the date it is granted, (b) such date as the Company's Board of Directors shall determine, (c) after the third month following the optionee's ceasing to be employed continuously by the Company or its Subsidiaries for any reason except (i) optionee's retirement at or after the then normal retirement age or earlier if approved by the Committee or (ii) optionee's disability, or (d) twelve months after the optionee dies; provided, however, that no ISO shall be exercisable later than the tenth (10th) anniversary date of its Award Date and no Incentive Stock Option which is granted to any optionee who, at the time such Option is granted, owns Stock possessing more than 10% of the total combined voting power of all classes of stock of his employer corporation or of its parent or subsidiary corporation, shall be exercisable after the expiration of five years from the date such Option is granted. 6.5 EXERCISABILITY. Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall determine, which need not be the same for all Participants. No Option, however, shall be exercisable until the expiration of at least six months after the Award Date, except that such limitation shall not apply in the case of death or disability of the Participant, or as set forth in Article XI of this Plan. 6.6 METHOD OF EXERCISE. Options may be exercised by the delivery of a written notice to the Company in the form prescribed by the Committee setting forth the number of Shares with respect to which the Option is to be exercised. The Option Price shall be payable to the Company in full by the Participant who, if so provided in the Option Agreement, may: (i) deliver cash in satisfaction of all or any part of the Option Price; (ii) deliver, or cause to be withheld from the Option, Shares of Stock, valued at Fair Market Value on the date of exercise, in satisfaction of all or any part of the Option Price; or (iii) deliver a properly executed exercise notice together with irrevocable instructions to a broker to sell immediately some or all of the Shares acquired by exercise of the Option and to promptly deliver to the Company an amount of the sale proceeds (and in lieu of or pending a sale, loan proceeds) sufficient to pay the Option Price. For purposes of payment described in (iii) above, the exercise shall be deemed to have occurred on the date the Company receives the exercise notice, accompanied by the broker instructions. 6.7 NONTRANSFERABILITY OF OPTIONS. (a) Except as specifically provided in an Agreement pursuant to subsection (b) of this Section or Section 15.2 below, no Options granted under the Plan may be sold, transferred, pledged, assigned, or A-17 otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution. During the lifetime of a Participant to whom an Incentive Stock Option is granted, the Incentive Stock Option may be exercised only by the Participant. (b) In addition to nontransferable Options, the Committee may grant Nonqualified Stock Options (with or without tandem SARs) that are transferable during the lifetime of the Participant, provided that no consideration is paid for the transfer. The transferee of an Option shall be subject to all restrictions applicable to the Option prior to its transfer. The Agreement granting the Option shall set forth the transfer conditions and restrictions. The Committee may impose on any transferable Option and on Stock issued upon the exercise of an Option such limitations and conditions as the Committee deems appropriate. 6.8 CONTRIBUTION LIMITATIONS. No Participant shall make any elective contribution or employee contribution to the Plan (within the meaning of Treasury Regulation section 1.401(k)-l (d)(2)(iv)(B)(4)) during the balance of the calendar year after the Participant's receipt of a hardship distribution from a plan of the Company or a related party within the provisions of Code sections 414(b), (c), (m) or (o) containing a cash or deferred arrangement under section 401(k) of the Code, or during the following calendar year. The preceding sentence shall not apply if and to the extent that the Committee determines it is not necessary to qualify any such plan as a cash or deferred arrangement under section 401(k) of the Code. 6.9 SHAREHOLDER RIGHTS. No optionee shall have any rights as a shareholder with respect to Shares subject to an Option until the date of exercise of such Option. ARTICLE VII. STOCK APPRECIATION RIGHTS 7.1 GRANT OF STOCK APPRECIATION RIGHTS. Subject to the terms and conditions of the Plan, Stock Appreciation Rights may be granted to Participants, at the discretion of the Committee, in any of the following forms: (a) In connection with the grant, and exercisable in lieu of Options ("Tandem SARs"); (b) In connection with and exercisable in addition to the grant of Options ("Additive SARs"); (c) Independent of the grant of Options ("Freestanding SARs"); or (d) In any combination of the foregoing. 7.2 EXERCISE OF TANDEM SARS. Tandem SARs may be exercised with respect to all or part of the Shares subject to the Related Option. The exercise of Tandem SARs shall cause a reduction in the number of Shares subject to the Related Option equal to the number of Shares with respect to which the Tandem SAR is exercised. Conversely, the exercise, in whole or part, of a Related Option, shall cause a reduction in the number of Shares subject to the Tandem Option equal to the number of Shares with respect to which the Related Option is exercised. Shares with respect to which the Tandem SAR shall have been exercised may not be subject again to an Award under the Plan. Notwithstanding any other provision of the Plan to the contrary, a Tandem SAR shall expire no later than A-18 the expiration of the Related Option, shall be transferable only when and under the same conditions as the Related Option and shall be exercisable only when the Related Option is eligible to be exercised. In addition, if the Related Option is an ISO, a Tandem SAR shall be exercised for no more than 100% of the difference between the Fair Market Value of Shares subject to the Related Option at the time the Tandem SAR is exercised and the Option Price of the Related Option. 7.3 EXERCISE OF ADDITIVE SARS. Additive SARs shall be deemed to be exercised upon, and in addition to, the exercise of the Related Option. The deemed exercise of Additive SARs shall not reduce the number of Shares with respect to which the Related Option remains unexercised. 7.4 EXERCISE OF FREESTANDING SARS. Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes upon such SARs. 7.5 OTHER CONDITIONS APPLICABLE TO SARS. No SAR granted under the Plan shall be exercisable until the expiration of at least six months after the Grant Date, except that such limitation shall not apply in the case of the death or disability of the Participant, or as set forth in Article XI of this Plan. In no event shall the term of any SAR granted under the Plan exceed ten years from the Grant Date. A SAR may be exercised only when the Fair Market Value of a Share exceeds either (a) the Fair Market Value per Share on the Grant Date in the case of a Freestanding SAR or (b) the Option Price of the Related Option in the case of either a Tandem or Additive SAR. A SAR shall be exercised by delivery to the Committee of a notice of exercise in the form prescribed by the Committee. 7.6 PAYMENT UPON EXERCISE OF SARS. Subject to the provisions of the Agreement, upon the exercise of a SAR, the Participant is entitled to receive, without any payment to the Company (other than required tax withholding amounts), an amount equal to the product of multiplying (i) the number of shares with respect to which the SAR is exercised by (ii) an amount equal to the excess of (A) the Fair Market Value per Share on the date of exercise of the SAR over (B) either (x) the Fair Market Value per Share on the Award Date in the case of a Freestanding SAR or (y) the Option Price of the Related Option in the case of either a Tandem or Additive SAR. Payment of the amount to which a Participant shall be entitled upon the exercise of a SAR shall be made in Shares, valued at the Fair Market Value on the date of exercise, in cash, or a combination thereof as specified in the Agreement. 7.7 NONTRANSFERABILITY OF SARS. Unless the Committee provides otherwise pursuant to Section 6.7(b) above or 15.2 below, no SAR granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution. Further, all SARs granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant or his guardian or legal representative. ARTICLE VIII. RESTRICTED STOCK 8.1 GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant shares of Restricted Stock under the Plan to such Participants and in such amounts as it shall determine. Participants receiving Restricted Stock Awards shall not be required to pay the Company therefor (except for applicable tax withholding) other than the rendering of services and/or until other conditions are satisfied as determined by the Committee in its sole discretion, unless required by A-19 applicable law. 8.2 RESTRICTED STOCK AGREEMENT. Each Restricted Stock grant shall be evidenced by an Agreement that shall specify the Period of Restriction; the conditions which must be satisfied prior to removal of the restriction; the number of Restricted Stock shares granted; and such other provisions as the Committee shall determine. 8.3 TRANSFERABILITY. Except as provided in this Article VIII and subject to the limitation in the next sentence, the shares of Restricted Stock granted hereunder may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until satisfaction of performance criteria as specified by the Committee in its sole discretion and set forth in the Agreement, or upon termination of the applicable Period of Restriction. No restriction shall be removed until the expiration of at least twelve months after the Award Date, except that such limitation shall not apply in the case of death or disability of the Participant, or as set forth in Article XI of this Plan. All rights with respect to the Restricted Stock granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant or his guardian or legal representative. 8.4 OTHER RESTRICTIONS. The Committee shall impose such other restrictions on any shares of Restricted Stock granted pursuant to the Plan as it may deem advisable including, without limitation, restrictions under applicable Federal or state securities laws, and may legend the certificates representing Restricted Stock to give appropriate notice of such restrictions. Alternatively, the Committee, in its sole discretion, may have shares of Restricted Stock issued without legend and held by the Secretary until such time all restrictions are satisfied. 8.5 CERTIFICATE LEGEND. In the event the Committee elects to legend the certificates representing Restricted Stock, and in addition to any legends placed on certificates pursuant to Section 8.4 herein, each certificate representing shares of Restricted Stock granted pursuant to the Plan shall bear the following legend: The sale or other transfer of the shares of Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer set forth in the 1995 Incentive Stock Plan of Central Fidelity Banks, Inc., in the rules and administrative procedures adopted pursuant to such Plan, and in an Agreement dated _______. A copy of the Plan, such rules and procedures, and such Restricted Stock Agreement may be obtained from the Secretary of Central Fidelity Banks, Inc. 8.6 REMOVAL OF RESTRICTIONS. Except as otherwise provided in this Article VIII, Shares of Restricted Stock covered by each Restricted Stock Award made under the Plan shall become freely transferable by the Participant after the last day of the Period of Restriction and/or upon the satisfaction of other conditions as determined by the Committee in its sole discretion. Once the Shares are released from the restrictions, the Participant shall be entitled to have removed any legend that may have been placed on certificates pursuant to Sections 8.4 and 8.5 herein. 8.7 VOTING RIGHTS. During the Period of Restriction, Participants in whose name shares of Restricted Stock are granted hereunder may exercise full voting rights with respect to those Shares. 8.8 DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of Restriction, Participants in whose name shares of Restricted Stock are granted hereunder shall be entitled to receive all dividends and other distributions paid with respect to those Shares. If any such dividends or distributions are paid in Shares, the A-20 Shares shall be subject to the same restrictions on transferability as the shares of Restricted Stock with respect to which they were distributed. 8.9 TERMINATION OF EMPLOYMENT DUE TO RETIREMENT. Unless otherwise provided in the Agreement, in the event that a Participant terminates his employment with the Company or one of its Subsidiaries due to retirement defined as the earlier of attaining age 65, or age 55 plus at least 10 years of service with the Company and with the consent of the Company, any remaining Period of Restriction applicable to the Restricted Stock shares pursuant to Section 8.3 herein shall automatically terminate and, except as otherwise provided in Section 8.4 herein, the shares of Restricted Stock shall thereby be delivered to such Participant free of restrictions. 8.10 TERMINATION OF EMPLOYMENT DUE TO DEATH OR DISABILITY. In the event a Participant's employment is terminated because of death or disability during the Period of Restriction, any remaining Period of Restriction applicable to the Restricted Stock pursuant to Section 8.3 herein shall automatically terminate and, except as otherwise provided in Section 8.4 herein, the shares of Restricted Stock shall thereby be released and free of restrictions. 8.11 TERMINATION OF EMPLOYMENT FOR OTHER REASONS. Unless otherwise provided in the Agreement, in the event that a Participant terminates his employment with the Company for any reason other than for death, disability, or retirement, as set forth in Section 8.9 and 8.10 herein, during the Period of Restriction, then any shares of Restricted Stock still subject to restrictions as of the date of such termination shall automatically be forfeited and, if held by the Participant, returned to the Company. ARTICLE IX. PERFORMANCE AWARDS 9.1 GRANT OF PERFORMANCE AWARDS. Subject to the terms and provisions of the Plan, Performance Awards in the form of either Performance Units or Performance Shares may be granted to Participants at any time and from time to time as shall be determined by the Committee. Subject to Section 4.1 above, the Committee shall have complete discretion in determining the number of Performance Units or Performance Shares granted to each Participant; provided that on each date that any cash is paid to any Participant pursuant to Performance Units, the amount of cash shall be divided by the Fair Market Value of a share of the Common Stock, and the result shall be deducted from the number of shares that may be issued to such Participant under Section 4.1 above pursuant to Awards made to such Participant in the 12-month period in which such Performance Units were granted. Participants receiving Performance Awards shall not be required to pay the Company therefor (except for applicable tax withholding) unless required by applicable law. 9.2 VALUE OF PERFORMANCE AWARDS. The Committee shall determine the number of Performance Units or Performance Shares granted to each Participant as a Performance Award. The Committee shall set performance goals in its discretion for each Participant who is granted a Performance Award. The extent to which such performance goals are met will determine the value of the Performance Unit or Performance Share to the Participant. Such performance goals may be particular to a Participant, may relate to the performance of the Subsidiary which employs him, may be based on the performance of the Company generally, or a combination of the foregoing. The performance goals may be based on achievement of balance sheet or income statement objectives, or any other objectives established by the Committee. The performance goals may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or A-21 otherwise situated. The Committee shall determine the time period during which the performance goals must be met ("Performance Period"), provided, however, that the Performance Period may not be less than twelve months from the Award Date. The terms and conditions of each Performance Award shall be set forth in an Agreement. 9.3 SETTLEMENT OF PERFORMANCE AWARDS. After a Performance Period has ended, the holder of a Performance Unit or Performance Share shall be entitled to receive the value thereof based on the degree to which the performance goals established by the Committee and set forth in the Agreement have been satisfied. 9.4 FORM OF PAYMENT. Payment of the amount to which a Participant shall be entitled upon the settlement of Performance Award shall be made in cash, Stock, or a combination thereof as determined by the Committee. Payment may be made in a lump sum or installments as prescribed by the Committee. 9.5 NONTRANSFERABILILTY. Unless the Committee provides otherwise pursuant to Section 15.2 below, no Performance Units or Performance Shares granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution. Subject to Section XI, all rights with respect to Performance Units and Performance Shares granted to a Participant under the Plan shall not be exercisable until the expiration of twelve months after the Award Date and thereafter during his lifetime only by such Participant or his guardian or personal representative. ARTICLE X. OTHER STOCK UNIT AWARDS 10.1 GRANT. The Committee is authorized to grant to Participants, either alone or in addition to other Awards made under the Plan, Other Stock Unit Awards to be issued at such times, subject to or based upon achievement of such performance or other goals and on such other terms and conditions as the Committee shall deem appropriate and specify in the Agreement relating thereto, which need not be the same with respect to each Participant. Stock or other securities granted pursuant to Other Stock Unit Awards may be issued for no cash consideration or for such minimum consideration as may be required by applicable law. 10.2 SALE AND TRANSFERABILITY. Stock or other securities issued pursuant to Other Stock Unit Awards may not be sold by a Participant until the expiration of at least twelve months from the Award Date, except that such limitation shall not apply in the case of death or disability of a Participant, or as set forth in Article XI of this Plan. To the extent Other Stock Unit Awards are deemed to be derivative securities within the meaning of Rule 16b-3 under the Exchange Act, a Participant's rights with respect to such Awards shall not vest or be exercisable until the expiration of at least twelve months from the Award Date. To the extent an Other Stock Unit Award granted under the Plan is deemed to be a derivative security within the meaning of Rule 16b-3 of the Exchange Act, it may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution, unless the Committee provides otherwise pursuant to Section 15.2 below. All rights with respect to such Other Stock Unit Awards granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant or his guardian or personal representative. ARTICLE XI. CHANGES IN CONTROL A-22 In the event of a Change in Control of the Company, the Committee may, in its complete discretion, cause: (i) each Option then outstanding under the Plan to become fully exercisable and remain so for the duration of the Option as specified in the Agreement; (ii) all restrictions or conditions related to grants of Restricted Stock to be deemed immediately and fully satisfied and all certificates representing such Shares of Restricted Stock to be released or have any legend removed by the Secretary, and it thereby become freely transferable; and (iii) the acceleration or release of any or all restrictions or conditions related to an Award, in such a manner, in the case of Section 16 Persons, as to conform to the provisions of Rule 16b-3. ARTICLE XII. AMENDMENT, MODIFICATION, AND TERMINATION OF THE PLAN 12.1 AMENDMENT, MODIFICATION, AND TERMINATION. At any time and from time to time, the Board may terminate, amend or modify the Plan. The Board is specifically authorized to amend the Plan and take such other action as it deems necessary or appropriate to comply with Code Section 162(m) and regulations issued thereunder. Any amendment or modification of the Plan may be without shareholder approval except to the extent that such approval is required by the Code, pursuant to the rules under Section 16 of the Exchange Act, by any national securities exchange or system on which the Stock is then listed or reported, by any regulatory body having jurisdiction with respect thereto or under any other applicable laws, rules or regulations. 12.2 AWARDS PREVIOUSLY GRANTED. No termination, amendment or modification of the Plan, other than pursuant to Section 4.3 herein, shall in any manner adversely affect any Award theretofore granted under the Plan, without the written consent of the Participant. ARTICLE XIII. WITHHOLDING 13.1 TAX WITHHOLDING. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy Federal, State, and local taxes (including the Participant's FICA obligation) required by law to be withheld with respect to any grant, exercise or payment under or as a result of this Plan. 13.2 STOCK WITHHOLDING. To the extent the Code requires withholding upon the exercise of Nonqualified Stock Options, or upon the lapse of restrictions on Restricted Stock, or upon the occurrence of any other similar taxable event, the Committee may permit or require, subject to any rules it deems appropriate, the withholding requirement, to be satisfied, in whole or in part, with or without the consent of the Participant, by having the Company withhold Shares of Stock having a Fair Market Value equal to the amount required to be withheld. The value of the Shares to be withheld shall be based on Fair Market Value of the Shares on the date that the amount of tax to be withheld is to be determined. ARTICLE XIV. SUCCESSORS All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding upon any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business and/or assets of the Company. A-23 ARTICLE XV. GENERAL 15.1 REQUIREMENTS OF LAW. The granting of Awards and the issuance of shares of Stock under this Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies as may be required. No shares of Stock shall be issued or transferred pursuant to this Plan unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel to the Company, been complied with. In connection with any such issuance or transfer, the person acquiring the Shares shall, if requested by the Company, give assurances satisfactory to counsel to the Company in respect to such matters as the Company may deem desirable to assure compliance with all applicable legal requirements. 15.2 EFFECT OF PLAN. The establishment of the Plan shall not confer upon any Participant any legal or equitable right against the Company, a Subsidiary or the Committee, except as expressly provided in the Plan. The Plan does not constitute an inducement or consideration for the employment of any Participant, nor is it a contract between the Company or any of its Subsidiaries and any Participant. Participation in the Plan shall not give any Participant any right to be retained in the service of the Company or any of its Subsidiaries. No Award and no right under the Plan, contingent or otherwise, shall be assignable or subject to any encumbrance, pledge or charge of any nature except that, under such rules and regulations as the Committee may establish pursuant to the terms of the Plan, a beneficiary may be designated in respect to the Award in the event of the death of the holder of the Award and except, also, that if the beneficiary shall be the executor or administrator of the estate of the holder of the Award, any rights in respect to such Award may be transferred to the person or persons or entity (including a trust) entitled thereto under the will of the holder of such Award or under the laws relating to descent and distribution. 15.3 CREDITORS. The interests of any Participant under the Plan or any Agreement are not subject to the claims of creditors and may not, in any way, be assigned, alienated or encumbered. 15.4 GOVERNING LAW. The Plan, and all Agreements hereunder, shall be governed by, and construed and administered in accordance with, the laws of the Commonwealth of Virginia. It is the intention of the Company that ISOs granted under the Plan qualify as such under Section 422 of the Code. 15.5 SEVERABILITY. In the event any provision of the Plan or any Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan or Agreement, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. A-24 EX-99 7 EXHIBIT 99.2 EXHIBIT 99.2 WACHOVIA CORPORATION 1997 Declaration of Amendment to Central Fidelity Banks, Inc. 1995 Stock Incentive Plan THIS DECLARATION OF AMENDMENT, made this 24th day of October, 1997, by WACHOVIA CORPORATION, a North Carolina corporation (the "Corporation"), to the Central Fidelity Banks, Inc. 1995 Stock Incentive Plan (the "Plan"). R E C I T A L S: WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of June 23, 1997 by and between the Corporation and Central Fidelity Banks, Inc. ("Central Fidelity"), Central Fidelity will merge with and into the Corporation, with the Corporation as the surviving corporation; and WHEREAS, pursuant to Section 3.06 of the Merger Agreement, as of the effective time of the merger (the "Merger"), each outstanding option to purchase shares of Central Fidelity common stock under the Plan, whether vested or unvested, will be converted into an option to acquire shares of the common stock of the Corporation (the "Common Stock"); and WHEREAS, pursuant to Section 6.13 of the Merger Agreement, the Corporation shall honor the Plan in accordance with its terms; and WHEREAS, pursuant to Article XIV of the Plan, all obligations of Central Fidelity under the Plan with respect to awards granted under the Plan shall be binding on any successor to the Corporation; and WHEREAS, pursuant to Section 12.1 of the Plan, the Board may terminate, amend or modify the Plan, subject to the terms of the Plan; and WHEREAS, in connection with its assumption of awards under the Plan, and subject to the consummation of the Merger, the Corporation has determined that it would be in the best interest of the Corporation to make certain amendments to the Plan in order to facilitate administration of the Plan and to conform certain provisions in the Plan with other stock incentive plans maintained by the Corporation. NOW, THEREFORE, IT IS DECLARED, that, effective immediately following the effective time of the Merger, the Plan shall be amended as follows: 1. All references in the Plan to the "Company," including but in no way limited to the definition of the term contained in Section 2.1(j), shall hereafter be deemed to be references to Wachovia Corporation. 2. All references to the terms "Stock" and "Shares," including but not limited to the definition of such terms contained in Section 2.1(bb), shall hereafter be deemed to be references to the Common Stock of Wachovia Corporation. 3. All references to the term "Committee," including but not limited to the definition of the term contained in Section 2.1(i), shall hereafter be deemed to be references to the Management Resources and Compensation Committee of the Board of Directors of Wachovia Corporation. 4. Section 6.7 shall be deleted in its entirety and the following shall be inserted in lieu thereof: "6.7 Nontransferability of Options No Options granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution. During the lifetime of Participant to whom an Option is granted, the Option may be exercised only by the Participant." 5. Section 7.7 of the Plan shall be deleted in its entirety and the following shall be inserted in lieu thereof: "7.7 Nontransferability of SARs. No SAR granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution. Further, all SARS granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant or his guardian or legal representative." 6. Section 15.4 of the Plan is hereby deleted in its entirety and the following is inserted in lieu thereof: "15.4 Governing Law. The Plan, and all Agreements hereunder, shall be governed, construed, and administered in accordance with and governed by the laws of the State of North Carolina. It is the intention of the Company that ISOs granted under the Plan qualify as such under Section 422 of the Code." 2 IN WITNESS WHEREOF, this Declaration of Amendment is executed on behalf of Wachovia Corporation as of the day and year first above written. WACHOVIA CORPORATION /s/ Leslie M. Baker, Jr. By: --------------------------- Chief Executive Officer ATTEST: /s/ Alice Washington Grogan - --------------------------- Secretary [Corporate Seal] 3 EX-99 8 EXHIBIT 99.3 EXHIBIT 99.3 1993 INCENTIVE STOCK OPTION PLAN (1) PURPOSE OF THE PLAN. The 1993 Incentive Stock Option Plan (the "Plan") is intended to provide a means to encourage selected key employees ("Participants") of Central Fidelity Banks, Inc. ("Central Fidelity") and its present or future subsidiaries (the "Company") to remain in the Company's employ and to give the Participants an added incentive to increase the Company's earnings through granting Participants an attractive opportunity to acquire Common Stock, $5 par value, of Central Fidelity ("Common Stock"). The term "subsidiary" means a corporation included in Central Fidelity's consolidated financial statements or a subsidiary thereof. (2) ADMINISTRATION AND AMENDMENT OF THE PLAN. From time to time, Central Fidelity's Board of Directors shall adopt resolutions granting stock options under this Plan (the "Options"); the resolutions shall name or describe the Participants and fix or describe the option price. As soon as practicable after each resolution is adopted, a written instrument, in a form approved by Central Fidelity's Board of Directors, shall be executed and delivered by Central Fidelity to the individual to whom the Option was granted ("Optionee"). Central Fidelity's Board of Directors may adopt rules and regulations for carrying out the Plan and may make changes in and additions to the Plan and, with the consent of the Optionee, to the terms and conditions of an Optionee's Option, as it may deem proper and in the best interests of the Company, without further action by Central Fidelity's shareholders; provided, however, that unless Central Fidelity's shareholders shall have first approved thereof, the total number of shares of Common Stock which may be purchased by Optionees under the Plan, or by any of them, shall not be increased, except as provided in Section 10 hereof. The interpretation and construction of any provision of the Plan by Central Fidelity's Board of Directors shall be final and conclusive. All expenses and costs in connection with the operation of the Plan shall be borne by Central Fidelity. Central Fidelity's Board of Directors may from time to time appoint a committee, consisting of not less than three directors (the "Stock Plan Committee"), none of whom holds or is eligible to receive an Option under the Plan, and may delegate to the Stock Plan Committee full power and authority to take any or all action required or permitted to be taken by Central Fidelity's Board of Directors under the Plan. Whenever the term "Central Fidelity's Board of Directors" appears herein, it shall, if a Stock Plan Committee has been appointed and is then acting, be interpreted to mean also the Stock Plan Committee. It is intended that Options granted under the Plan shall be incentive stock options ("ISOs") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Act"). Accordingly, to the extent anything contained herein or in any Option granted hereunder is inconsistent with the Act as now in effect or as hereafter amended, such inconsistency shall be deemed of no force and effect and all provisions of the Act necessary to qualify the Options as ISOs shall prevail. Notwithstanding the preceding sentence, any Option which fails to qualify as an ISO shall be valid according to its terms and shall be treated as a non-statutory option. (3) ELIGIBILITY. Options shall be granted only to individuals who, in the opinion of Central Fidelity's Board of Directors, are key employees or employees with at least five years of service, including officers and directors who are regular employees of the Company. (4) COMMON STOCK SUBJECT TO THE PLAN. Central Fidelity's Board of Directors is authorized to grant Options to purchase shares of Central Fidelity's Common Stock (or the number and kind of shares of stock or other securities which, under Section 10 hereof, shall be substituted for such Common Stock or to which same shall be adjusted). Such shares may be authorized but unissued shares including shares reacquired by the Company. (5) MAXIMUM NUMBER OF SHARES SUBJECT TO PLAN. Subject to adjustment as provided in Section 10 hereof, the aggregate amount of Common Stock to be delivered upon exercise of all Options granted under the Plan shall not exceed 750,000 shares. If any Options or installments thereof are not exercised in full before expiration thereof, the unpurchased shares subject thereto shall be treated as if such Options or installments had never been granted, effective immediately after they cease to be exercisable, and shall again be available for the purposes of the Plan. (6) PURCHASE PRICE AND USE OF PROCEEDS. The purchase price of the Common Stock under each Option shall be determined in each case by Central Fidelity's Board of Directors but shall not be less than one hundred percent (100%) of the fair market value of such stock as determined in good faith by Central Fidelity's Board of Directors on the date the Option is granted, and in any event not less than the par value of such stock. The proceeds received by the Company from sale of stock pursuant to the Plan shall be used for general corporate purposes. (7) EXPIRATION OF OPTION. Each Option shall expire on the earliest of (a) ten years from the date it is granted, (b) on such date as Central Fidelity's Board of Directors shall determine, (c) after the third month following the Optionee's ceasing to be employed continuously by the Company for any reason except retirement (i) at or after the then normal retirement age or earlier if approved by Central Fidelity's Board of Directors or (ii) for disability, or (d) 12 months after Optionee dies. (8) EXERCISE OF OPTIONS. Each Option shall be exercised in whole or in such installments as Central Fidelity's Board of Directors shall determine. In the event Options are exercisable in installments, when the right to exercise any installment accrues, the shares included in the installments may be purchased at that time or from time to time thereafter before the Option expires. The Option shall be exercised by mailing or delivering to Central Fidelity at its executive offices in Richmond, Virginia, (a) a written notice of such exercise which specifies the number of shares as to which the Option is being exercised, and (b) unless otherwise specifically provided by the Board, payment for such shares by check (which clears in due course) payable to the order of Central Fidelity. The shares purchased shall be deemed issued as of the date of such payment, and Central Fidelity shall cause appropriate stock certificates to be issued promptly. Such shares shall be fully paid and nonassessable. (9) NON-TRANSFERABILITY OF OPTION. No Option shall be transferable by an Optionee except by will or the laws of descent and distribution. Each Option shall be exercisable during the Optionee's lifetime only by the Optionee. (10) ADJUSTMENT IN SHARES SUBJECT TO OPTION. If the outstanding shares of Common Stock shall be increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of Central Fidelity or of any other corporation, whether through reorganization, merger consolidation, recapitalization, stock split-up, stock dividend, or otherwise, appropriate adjustments shall be made in the number or kind of shares or securities subject to this Plan and as to each Option and the purchase price per share therefor; but an Optionee shall not be entitled to purchase any fractional share or fraction of a security; and, if any adjustment would otherwise give an Optionee the right to purchase a fractional share or a fraction of a security the Optionee shall forfeit such right. The foregoing sentence does not apply to cash dividends, which will be paid only on Common Stock which has been purchased by the exercise of Options. (11) DISSOLUTION, ETC. OF CENTRAL FIDELITY. In the event of a proposed dissolution or liquidation of Central Fidelity, or in the event of a proposed sale of substantially all the assets or capital stock of Central Fidelity each Option shall terminate as of a date to be fixed by the Board of Directors; provided that not less than 30 days written notice of the date so fixed shall be given to the Optionee, and the Optionee shall have the right, during the period of 30 days preceding such termination, to exercise Options as to all or any part of the shares covered thereby, including shares as to which Options would not otherwise be exercisable. (12) DEATH OF OPTIONEE. Except as otherwise provided in Section 11 hereof, if an Optionee dies before the Optionee's Option expires, the entire Option may be exercised within 12 months after the Optionee's death by the Optionee's executors or administrators or the person or persons to whom the Option shall pass by will or the laws of descent and distribution. Notwithstanding the provisions of Section 7 hereof, but subject to the provisions of Section 11 hereof, the expiration of any unexercised Option which passed on the death of an Optionee who died prior to January 1, 1995, to (i) the estate of the deceased Optionee or (ii) the person or persons to whom the Option passed by will or the laws of descent and distribution, may be extended by the Board of Directors or any Committee administering the Plan, in its discretion, with the agreement of the estate or other successor to the deceased Optionee, to a date not exceeding the original term of the Option when granted to the deceased Optionee. In no event shall the Board of Directors or the Committee, pursuant to the preceding sentence, (x) extend the expiration date of any Option for any person who is subject to reporting and short-swing liability under Section 16 of the Securities Exchange Act of 1934, or (y) increase any benefit under the Plan to any such person. (13) RIGHTS AS A SHAREHOLDER EMPLOYEE. An Option shall not entitle an Optionee to any rights as a shareholder of Central Fidelity with respect to any shares subject to the Option until such Option has been exercised and the shares issued. (14) SHARES TO BE RESERVED. Central Fidelity shall at all times during the terms of outstanding Options reserve and keep available such number of shares of Common Stock as shall be sufficient to satisfy the requirements of the Plan and shall pay all fees and expenses necessarily incurred by Central Fidelity in connection therewith. (15) PARTICIPANT DISQUALIFICATION. Notwithstanding anything in this Plan to the contrary, an Optionee's participation under the Plan shall terminate immediately, and any options granted under this Plan and any agreement under this Plan shall be cancelled immediately, if the Optionee engages or participates in (i) any fraud, misconduct or violation of the criminal law, or (ii) any conduct, activity or action, which, in the sole determination of the Board or the Stock Plan Committee, is detrimental to the interests of the Company. The Board or the Stock Plan Committee shall be responsible for making any determinations concerning termination of options granted hereunder, and such determinations shall be final and binding upon the Optionee. (16) TERMINATION OF THE PLAN. This Plan shall terminate March 12, 2003, or at such earlier time as Central Fidelity's Board of Directors may determine. Any Option outstanding under the Plan at the time it terminates shall remain in effect until the Option is exercised or expires. (17) EFFECTIVE DATE. This Plan shall be effective when approved by a majority of the shares of Common Stock of Central Fidelity outstanding and entitled to vote. Options may be granted pursuant to the Plan prior to said approval; provided, however, that no Option may be exercised or Common Stock issued before such approval or before a registration statement covering the Common Stock is filed with the Securities and Exchange Commission and becomes and is then effective. EX-99 9 EXHIBIT 99.4 EXHIBIT 99.4 WACHOVIA CORPORATION 1997 Declaration of Amendment to Central Fidelity Banks, Inc. 1993 Incentive Stock Option Plan THIS DECLARATION OF AMENDMENT, made this 24th day of October, 1997, by WACHOVIA CORPORATION, a North Carolina corporation (the "Corporation"), to the Central Fidelity Banks, Inc. 1993 Incentive Stock Option Plan (the "Plan"). R E C I T A L S: WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of June 23, 1997 by and between the Corporation and Central Fidelity Banks, Inc. ("Central Fidelity"), Central Fidelity will merge with and into the Corporation, with the Corporation as the surviving corporation; and WHEREAS, pursuant to Section 3.06 of the Merger Agreement, as of the effective time of the merger (the "Merger"), each outstanding option to purchase shares of Central Fidelity common stock under the Plan, whether vested or unvested, will be converted into an option to acquire shares of the common stock of the Corporation (the "Common Stock"); and WHEREAS, pursuant to Section 6.13 of the Merger Agreement, the Corporation shall honor the Plan in accordance with its terms; and WHEREAS, pursuant to Sections 2 and 15 of the Plan, the Board may terminate, amend or modify the Plan, subject to the terms of the Plan; and WHEREAS, in connection with its assumption of awards under the Plan, and subject to the consummation of the Merger, the Corporation has determined that it would be in the best interest of the Corporation to make certain amendments to the Plan in order to facilitate administration of the Plan and to conform certain provisions in the Plan with other stock incentive plans maintained by the Corporation. NOW, THEREFORE, IT IS DECLARED, that, effective immediately following the effective time of the Merger, the Plan shall be amended as follows: 1. All references in the Plan to "Central Fidelity," including but in no way limited to the definition of the term contained in Section 1, shall hereafter be deemed to be references to Wachovia Corporation (the "Corporation"). 2. All references to the term "Common Stock," including but not limited to the definition of such term contained in Section 1, shall hereafter be deemed to be references to the Common Stock of Wachovia Corporation. 3. All references to the term "Stock Plan Committee," including but not limited to the definition of the term contained in Section 2, shall hereafter be deemed to be references to the Management Resources and Compensation Committee of the Board of Directors of Wachovia Corporation. 4. The third paragraph of Section 2 of the Plan shall be deleted in its entirety and the following shall be inserted in lieu thereof: "The Corporation's Board of Directors may from time to time appoint a committee, the Management Resources and Compensation Committee (the "Committee"), and may delegate to the Committee full power and authority to take any or all action required or permitted to be taken by the Corporation's Board of Directors under the Plan. Whenever the terms "the Corporation's Board of Directors" or "Central Fidelity's Board of Directors" appear herein, it shall, if the Committee has been appointed and is then acting, be interpreted to mean also the Committee. To the extent required by Rule 16b-3, (i) each member of the Committee shall be a 'non-employee director,' as such term is defined in Rule 16b-3 or any successor rule; and (ii) the Committee shall be comprised of no fewer than the minimum number of non-employee directors as may be required by Rule 16b-3." IN WITNESS WHEREOF, this Declaration of Amendment is executed on behalf of Wachovia Corporation as of the day and year first above written. WACHOVIA CORPORATION /s/ Leslie M. Baker, Jr. By: ---------------------------------- Chief Executive Officer ATTEST: /s/ Alice Washington Grogan - --------------------------- Secretary [Corporate Seal] 2 EX-99 10 EXHIBIT 99.5 EXHIBIT 99.5 1991 INCENTIVE STOCK OPTION PLAN (1) Purpose of the Plan. The 1991 Incentive Stock Option Plan (the "Plan") is intended to provide a means to encourage selected key employees ("Participants") of Central Fidelity Banks, Inc. ("Central Fidelity") and its present or future subsidiaries (the "Corporation") to remain in the Corporation's employ and to give the Participants an added incentive to increase the Corporation's earnings through granting Participants an attractive opportunity to acquire Common Stock, $5 par value, of Central Fidelity ("Common Stock"). The term "subsidiary" means a corporation included in Central Fidelity's consolidated financial statements or a subsidiary thereof. (2) Administration and Amendment of the Plan. From time to time, Central Fidelity's Board of Directors shall adopt resolutions granting stock options under this Plan (the "Options"); the resolutions shall name or describe the Participants and fix or describe the option price. As soon as practicable after each resolution is adopted, a written instrument, in a form approved by Central Fidelity's Board of Directors, shall be executed and delivered by Central Fidelity to the individual to whom the Option was granted ("Optionee"). Central Fidelity's Board of Directors may adopt rules and regulations for carrying out the Plan and may make changes in and additions to the Plan and, with the consent of the Optionee, to the terms and conditions of an Optionee's Option, as it may deem proper and in the best interests of the Corporation, without further action by Central Fidelity's shareholders; provided, however, that unless Central Fidelity's shareholders shall have first approved thereof, the total number of shares of Common Stock which may be purchased by Optionees under the Plan, or by any of them, shall not be increased, except as provided in Section 10 hereof. The interpretation and construction of any provision of the Plan by Central Fidelity's Board of Directors shall be final and conclusive. All expenses and costs in connection with the operation of the Plan shall be borne by Central Fidelity. Central Fidelity's Board of Directors may from time to time appoint a committee, consisting of not less than three directors (the "Stock Plan Committee"), none of whom holds or is eligible to receive an Option under the Plan, and may delegate to the Stock Plan Committee full power and authority to take any or all action required or permitted to be taken by Central Fidelity's Board of Directors under the Plan. Whenever the term "Central Fidelity's Board of Directors" appears herein, it shall, if a Stock Plan Committee has been appointed and is then acting, be interpreted to mean also the Stock Plan Committee. It is intended that Options granted under the Plan shall be incentive stock options ("ISOs") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Act"). Accordingly, to the extent anything contained herein or in any Option granted hereunder is inconsistent with the Act as now in effect or as hereafter amended, such inconsistency shall be deemed of no force and effect and all provisions of the Act necessary to qualify the Options as ISOs shall prevail. Notwithstanding the preceding sentence, any Option which fails to qualify as an ISO shall be valid according to its terms and shall be treated as a non-statutory option. (3) Eligibility. Options shall be granted only to individuals who, in the opinion of Central Fidelity's Board of Directors, are key employees, including officers and directors who are regular employees of the Corporation. (4) Common Stock Subject to the Plan. Central Fidelity's Board of Directors is authorized to grant Options to purchase shares of Central Fidelity's Common Stock (or the number and kind of shares of stock or other securities which, under Section 10 hereof, shall be substituted for such Common Stock or to which same shall be adjusted). Such shares may be authorized but unissued shares including shares reacquired by the Corporation. (5) Maximum Number of Shares Subject to Plan. Subject to adjustment as provided in Section 10 hereof, the aggregate amount of Common Stock to be delivered upon exercise of all Options granted under the Plan shall not exceed 300,000 shares. If any Options or installments thereof are not exercised in full before expiration thereof, the unpurchased shares subject thereto shall be treated as if such Options or installments had never been granted, effective immediately after they cease to be exercisable, and shall again be available for the purposes of the Plan. (6) Purchase Price and Use of Proceeds. The purchase price of the Common Stock under each Option shall be determined in each case by Central Fidelity's Board of Directors but shall not be less than one hundred percent (100%) of the fair market value of such stock as determined in good faith by Central Fidelity's Board of Directors on the date the Option is granted, and in any event not less than the par value of such stock. The proceeds received by the Corporation from sale of stock pursuant to the Plan shall be used for general corporate purposes. (7) Expiration of Option. Each Option shall expire on the earliest of (a) ten years from the date it is granted, (b) on such date as Central Fidelity's Board of Directors shall determine, (c) after the third month following the Optionee's ceasing to be employed continuously by the Corporation for any reason except retirement (i) at or after the then normal retirement age or earlier if approved by Central Fidelity's Board of Directors or (ii) for disability, or (d) 12 months after Optionee dies. (8) Exercise of Options. Each Option shall be exercised in whole or in such installments as Central Fidelity's Board of Directors shall determine. In the event Options are exercisable in installments, when the right to exercise any installment accrues, the shares included in the installments may be purchased at that time or from time to time thereafter before the Option expires. Failure to exercise all or part of any installment shall not affect Optionee's right to exercise any other installment. The Option shall be exercised by mailing or delivering to Central Fidelity at its executive offices in Richmond, Virginia, (a) a written notice of such exercise which specifies the number of shares as to which the Option is being exercised, and (b) unless otherwise specifically provided by the Board, payment for such shares by check (which clears in due course) payable to the order of Central Fidelity. The shares purchased shall be deemed issued as of the date of such payment, and Central Fidelity shall cause appropriate stock certificates to be issued promptly. Such shares shall be fully paid and nonassessable. (9) Non-Transferability of Option. No Option shall be transferable by an Optionee except by will or the laws of descent and distribution. Each Option shall be exercisable during the Optionee's lifetime only by the Optionee. (10) Adjustment in Shares Subject to Option. If the outstanding shares of Common Stock shall be increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of Central Fidelity or of any other corporation, whether through reorganization, merger consolidation, recapitalization, stock split-up, stock dividend, or otherwise, appropriate adjustments shall be made in the number or kind of shares or securities subject to this Plan and as to each Option and the purchase price per share therefor; but an Optionee shall not be entitled to purchase any fractional share or fraction of a security; and, if any adjustment would otherwise give an Optionee the right to purchase a fractional share or a fraction of a security the Optionee shall forfeit such right. The foregoing sentence does not apply to cash dividends, which will be paid only on Common Stock which has been purchased by the exercise of Options. (11) Dissolution, Etc. of Central Fidelity. In the event of a proposed dissolution or liquidation of Central Fidelity, or in the event of a proposed sale of substantially all the assets or capital stock of Central Fidelity each Option shall terminate as of a date to be fixed by the Board of Directors; provided that not less than 30 days written notice of the date so fixed shall be given to the Optionee, and the Optionee shall have the right, during the period of 30 days preceding such termination, to exercise Options as to all or any part of the shares covered thereby, including shares as to which Options would not otherwise be exercisable. (12) Death of Optionee. Except as otherwise provided in Section 11 hereof, if an Optionee dies before the Optionee's Option expires, the entire Option may be exercised within 12 months after the Optionee's death by the Optionee's executors or administrators or the person or persons to whom the Option shall pass by will or the laws of descent and distribution. Notwithstanding the provisions of Section 7 hereof, but subject to the provisions of Section 11 hereof, the expiration of any unexercised Option which passed on the death of an Optionee who died prior to January 1, 1995, to (i) the estate of the deceased Optionee or (ii) the person or persons to whom the Option passed by will or the laws of descent and distribution, may be extended by the Board of Directors or any Committee administering the Plan, in its discretion, with the agreement of the estate or other successor to the deceased Optionee, to a date not exceeding the original term of the Option when granted to the deceased Optionee. In no event shall the Board of Directors or the Committee, pursuant to the preceding sentence, (x) extend the expiration date of any Option for any person who is subject to reporting and short-swing liability under Section 16 of the Securities Exchange Act of 1934, or (y) increase any benefit under the Plan to any such person. (13) Rights as a Shareholder Employee. An Option shall not entitle an Optionee to any rights as a shareholder of Central Fidelity with respect to any shares subject to the Option until such Option has been exercised and the shares issued. (14) Shares to be Reserved. Central Fidelity shall at all times during the terms of outstanding Options reserve and keep available such number of shares of Common Stock as shall be sufficient to satisfy the requirements of the Plan and shall pay all fees and expenses necessarily incurred by Central Fidelity in connection therewith. (15) Termination of the Plan. This Plan shall terminate March 12, 2001, or at such earlier time as Central Fidelity's Board of Directors may determine. Options may be granted under the Plan at any time and from time to time before it terminates. Any Option outstanding under the Plan at the time it terminates shall remain in effect until the Option is exercised or expires. (16) Effective Date. This Plan shall be effective when approved by a majority of the shares of Common Stock of Central Fidelity outstanding and entitled to vote. Options may be granted pursuant to the Plan prior to said approval; provided, however, that no Option may be exercised or Common Stock issued before such approval or before a registration statement covering the Common Stock is filed with the Securities and Exchange Commission and becomes and is then effective. EX-99 11 EXHIBIT 99.6 EXHIBIT 99.6 WACHOVIA CORPORATION 1997 Declaration of Amendment to Central Fidelity Banks, Inc. 1991 Incentive Stock Option Plan THIS DECLARATION OF AMENDMENT, made this 24th day of October, 1997, by WACHOVIA CORPORATION, a North Carolina corporation (the "Corporation"), to the Central Fidelity Banks, Inc. 1991 Incentive Stock Option Plan (the "Plan"). R E C I T A L S: WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of June 23, 1997 by and between the Corporation and Central Fidelity Banks, Inc. ("Central Fidelity"), Central Fidelity will merge with and into the Corporation, with the Corporation as the surviving corporation; and WHEREAS, pursuant to Section 3.06 of the Merger Agreement, as of the effective time of the merger (the "Merger"), each outstanding option to purchase shares of Central Fidelity common stock under the Plan, whether vested or unvested, will be converted into an option to acquire shares of the common stock of the Corporation (the "Common Stock"); and WHEREAS, pursuant to Section 6.13 of the Merger Agreement, the Corporation shall honor the Plan in accordance with its terms; and WHEREAS, pursuant to Sections 2 and 15 of the Plan, the Board may terminate, amend or modify the Plan, subject to the terms of the Plan; and WHEREAS, in connection with its assumption of awards under the Plan, and subject to the consummation of the Merger, the Corporation has determined that it would be in the best interest of the Corporation to make certain amendments to the Plan in order to facilitate administration of the Plan and to conform certain provisions in the Plan with other stock incentive plans maintained by the Corporation. NOW, THEREFORE, IT IS DECLARED, that, effective immediately following the effective time of the Merger, the Plan shall be amended as follows: 1. All references in the Plan to "Central Fidelity," including but in no way limited to the definition of the term contained in Section 1, shall hereafter be deemed to be references to Wachovia Corporation (the "Corporation"). 2. All references to the term "Common Stock," including but not limited to the definition of such term contained in Section 1, shall hereafter be deemed to be references to the Common Stock of Wachovia Corporation. 3. All references to the term "Stock Plan Committee," including but not limited to the definition of the term contained in Section 2, shall hereafter be deemed to be references to the Management Resources and Compensation Committee of the Board of Directors of Wachovia Corporation. 4. The third paragraph of Section 2 of the Plan shall be deleted in its entirety and the following shall be inserted in lieu thereof: "The Corporation's Board of Directors may from time to time appoint a committee, the Management Resources and Compensation Committee (the "Committee"), and may delegate to the Committee full power and authority to take any or all action required or permitted to be taken by the Corporation's Board of Directors under the Plan. Whenever the terms "the Corporation's Board of Directors" or "Central Fidelity's Board of Directors" appear herein, it shall, if the Committee has been appointed and is then acting, be interpreted to mean also the Committee. To the extent required by Rule 16b-3, (i) each member of the Committee shall be a 'non-employee director,' as such term is defined in Rule 16b-3 or any successor rule; and (ii) the Committee shall be comprised of no fewer than the minimum number of non-employee directors as may be required by Rule 16b-3." IN WITNESS WHEREOF, this Declaration of Amendment is executed on behalf of Wachovia Corporation as of the day and year first above written. WACHOVIA CORPORATION /s/ Leslie M. Baker, Jr. By: --------------------------- Chief Executive Officer ATTEST: /s/ Alice Washington Grogan - --------------------------- Secretary [Corporate Seal] 2 EX-99 12 EXHIBIT 99.7 EXHIBIT 99.7 1988 INCENTIVE STOCK OPTION PLAN (1) Purpose of the Plan. The 1988 Incentive Stock Option Plan (the "Plan") is intended to provide a means to encourage selected key employees ("Participants") of Central Fidelity Banks, Inc. ("Central Fidelity") and its present or future subsidiaries (the "Corporation") to remain in the Corporation's employ and to give the Participants an added incentive to increase the Corporation's earnings through granting Participants an attractive opportunity to acquire Common Stock, $5 par value, of Central Fidelity ("Common Stock"). The term "subsidiary" means a corporation included in Central Fidelity's consolidated financial statements or a subsidiary thereof. (2) Administration and Amendment of the Plan. From time to time, Central Fidelity's Board of Directors shall adopt resolutions granting stock options under this Plan (the "Options"); the resolutions shall name or describe the Participants and fix or describe the option price. As soon as practicable after each resolution is adopted, a written instrument, in a form approved by Central Fidelity's Board of Directors, shall be executed and delivered by Central Fidelity to the individual to whom the Option was granted ("Optionee"). Central Fidelity's Board of Directors may adopt rules and regulations for carrying out the Plan and may make changes in and additions to the Plan and, with the consent of the Optionee, to the terms and conditions of an Optionee's Option, as it may deem proper and in the best interests of the Corporation, without further action by Central Fidelity's shareholders; provided, however, that unless Central Fidelity's shareholders shall have first approved thereof, the total number of shares of Common Stock which may be purchased by Optionees under the Plan, or by any of them, shall not be increased, except as provided in Section 10 of the Plan. The interpretation and construction of any provision of the Plan by Central Fidelity's Board of Directors shall be final and conclusive. All expenses and costs in connection with the operation of the Plan shall be borne by Central Fidelity. Central Fidelity's Board of Directors may from time to time appoint a committee, consisting of not less than three directors (the "Stock Plan Committee"), none of whom holds or is eligible to receive an Option under the Plan, and may delegate to the Stock Plan Committee full power and authority to take any or all action required or permitted to be taken by Central Fidelity's Board of Directors under the Plan. Whenever the term "Central Fidelity's Board of Directors" appears herein, it shall if a Stock Plan Committee has been appointed and is then acting, be interpreted to mean also the Stock Plan Committee. It is intended that Options granted under the Plan shall be incentive stock options ("ISOs") within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended (the "Act"). Accordingly, to the extent anything contained herein or in any Option granted hereunder is inconsistent with the Act as now in effect or as hereafter amended, such inconsistency shall be deemed of no force and effect and all provisions of the Act necessary to qualify the Options as ISOs shall prevail. Notwithstanding the preceding sentence, any Option which fails to qualify as an ISO shall be valid according to its terms and shall be treated as a non-statutory option. (3) Eligibility. Options shall be granted only to individuals who, in the opinion of Central Fidelity's Board of Directors, are key employees, including officers and directors who are regular employees of the Corporation. No incentive stock options, however, may be granted to an Optionee who, (i) at the time the Option is granted, owns more than 10% of the total combined voting power of all classes of stock of Central Fidelity at the time outstanding, or (ii) if during any year after December 31, 1986 such option would provide during any calendar year of such options for stock with a fair market value exceeding $100,000 when considered together with the fair market value of stock subject to all other options granted during any year after December 31, 1986 to the same person under all incentive stock option plans of the Company and its subsidiaries which become exercisable for the first time in the same year. (4) Common Stock Subject to the Plan. Central Fidelity's Board of Directors is authorized to grant Options to purchase shares of Central Fidelity's Common Stock (or the number and kind of shares of stock or other securities which, under Section 10 hereof, shall be substituted for such Common Stock or to which same shall be adjusted). Such shares may be authorized but unissued shares including shares reacquired by the Company. (5) Maximum Number of Shares Subject to Plan. Subject to adjustment as provided in Section 10 hereof, the aggregate amount of Common Stock to be delivered upon exercise of all Options granted under the Plan shall not exceed 300,000 shares. If any Options or installments thereof are not exercised in full before expiration thereof, the unpurchased shares subject thereto shall be treated as if such Options or installments had never been granted, effective immediately after they cease to be exercisable, and shall again be available for the purposes of the Plan. (6) Purchase Price and Use of Proceeds. The purchase price of the Common Stock under each Option shall be determined in each case by Central Fidelity's Board of Directors but shall not be less than one hundred percent (100%) of the fair market value of such stock as determined in good faith by Central Fidelity's Board of Directors on the date the Option is granted, and in any event not less than the par value of such stock. The proceeds received by the Corporation from sale of stock pursuant to the Plan shall be used for general corporate purposes. (7) Expiration of Option. Each Option shall expire on the earliest of (a) ten years from the date it is granted, (b) on such date as Central Fidelity's Board of Directors shall determine, (c) after the 90th day following the Optionee's ceasing to be employed continuously by the Corporation for any reason except retirement (i) at or after the then normal retirement age or earlier if approved by Central Fidelity's Board of Directors or (ii) for disability, or (d) 12 months after Optionee dies. (8) Exercise of Options. Each Option shall be exercised in whole or in such installments as Central Fidelity's Board of Directors shall determine. In the event Options are exercisable in installments, when the right to exercise any installment accrues, the shares included in the installments may be purchased at that time or from time to time thereafter before the Option expires. Failure to exercise all or part of any installment shall not affect Optionee's right to exercise any other installment. The Option shall be exercised by mailing or delivering to Central Fidelity at its executive offices in Richmond, Virginia, (a) a written notice of such exercise which specifies the number of shares as to which the Option is being exercised, and (b) unless otherwise specifically provided by the Board, payment for such shares by check (which clears in due course) payable to the order of Central Fidelity. The shares purchased shall be deemed issued as of the date of such payment, and Central Fidelity shall cause appropriate stock certificates to be issued promptly. Such shares shall be fully paid and nonassessable. (9) Non-Transferability of Option. No Option shall be transferable by an Optionee except by will or the laws of descent and distribution. Each Option shall be exercisable during the Optionee's lifetime only by the Optionee. (10) Adjustment in Shares Subject to Option. If the outstanding shares of Common Stock shall be increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of Central Fidelity or of any other corporation, whether through reorganization, merger, consolidation, recapitalization, stock split-up, stock dividend, or otherwise, appropriate adjustments shall be made in the number or kind of shares or securities subject to this Plan and as to each Option and the purchase price per share therefor; but an Optionee shall not be entitled to purchase any fractional share or fraction of a security; and, if any adjustment would otherwise give an Optionee the right to purchase a fractional share or a fraction of a security the Optionee shall forfeit such right. The foregoing sentence does not apply to cash dividends, which will be paid only on Common Stock which has been purchased by the exercise of Options. (11) Dissolution, Etc. of Central Fidelity. In the event of a proposed dissolution or liquidation of Central Fidelity, or in the event of a proposed sale of substantially all the assets or capital stock of Central Fidelity, each Option shall terminate as of a date to be fixed by the Board of Directors; provided that not less than 30 days written notice of the date so fixed shall be given to the Optionee, and the Optionee shall have the right, during the period of 30 days preceding such termination, to exercise Options as to all or any part of the shares covered thereby, including shares as to which Options would not otherwise be exercisable. (12) Death of Optionee. Except as otherwise provided in Section 11 hereof, if an Optionee dies before the Optionee's Option expires, the entire Option may be exercised within 12 months after the Optionee's death by the Optionee's executors or administrators or the person or persons to whom the Option shall pass by will or the laws of descent and distribution. Notwithstanding the provisions of Section 7 hereof, but subject to the provisions of Section 11 hereof, the expiration of any unexercised Option which passed on the death of an Optionee who died prior to January 1, 1995, to (i) the estate of the deceased Optionee or (ii) the person or persons to whom the Option passed by will or the laws of descent and distribution, may be extended by the Board of Directors or any Committee administering the Plan, in its discretion, with the agreement of the estate or other successor to the deceased Optionee, to a date not exceeding the original term of the Option when granted to the deceased Optionee. In no event shall the Board of Directors or the Committee, pursuant to the preceding sentence, (x) extend the expiration date of any Option for any person who is subject to reporting and short-swing liability under Section 16 of the Securities Exchange Act of 1934, or (y) increase any benefit under the Plan to any such person. (13) Rights as a Shareholder Employee. An Option shall not entitle an Optionee to any rights as a shareholder of Central Fidelity with respect to any shares subject to the Option until such Option has been exercised and the shares issued. (14) Shares to be Reserved. Central Fidelity shall at all times during the terms of outstanding Options reserve and keep available such number of shares of Common Stock as shall be sufficient to satisfy the requirements of the Plan, and shall pay all fees and expenses necessarily incurred by Central Fidelity in connection therewith. (15) Termination of the Plan. This Plan shall terminate February 2, 1998, or at such earlier time as Central Fidelity's Board of Directors may determine. Options may be granted under the Plan at any time and from time to time before it terminates. Any Option outstanding under the Plan at the time it terminates shall remain in effect until the Option is exercised or expires. (16) Effective Date. This Plan shall be effective when approved by a majority of the shares of Common Stock of Central Fidelity outstanding and entitled to vote. Options may be granted pursuant to the Plan prior to said approval; provided, however, that no Option may be exercised or Common Stock issued before such approval or before a registration statement covering the Common Stock is filed with the Securities and Exchange Commission and becomes and is then effective. EX-99 13 EXHIBIT 99.8 EXHIBIT 99.8 WACHOVIA CORPORATION 1997 Declaration of Amendment to Central Fidelity Banks, Inc. 1988 Incentive Stock Option Plan THIS DECLARATION OF AMENDMENT, made this 24th day of October, 1997, by WACHOVIA CORPORATION, a North Carolina corporation (the "Corporation"), to the Central Fidelity Banks, Inc. 1988 Incentive Stock Option Plan (the "Plan"). R E C I T A L S: WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of June 23, 1997 by and between the Corporation and Central Fidelity Banks, Inc. ("Central Fidelity"), Central Fidelity will merge with and into the Corporation, with the Corporation as the surviving corporation; and WHEREAS, pursuant to Section 3.06 of the Merger Agreement, as of the effective time of the merger (the "Merger"), each outstanding option to purchase shares of Central Fidelity common stock under the Plan, whether vested or unvested, will be converted into an option to acquire shares of the common stock of the Corporation (the "Common Stock"); and WHEREAS, pursuant to Section 6.13 of the Merger Agreement, the Corporation shall honor the Plan in accordance with its terms; and WHEREAS, pursuant to Sections 2 and 15 of the Plan, the Board may terminate, amend or modify the Plan, subject to the terms of the Plan; and WHEREAS, in connection with its assumption of awards under the Plan, and subject to the consummation of the Merger, the Corporation has determined that it would be in the best interest of the Corporation to make certain amendments to the Plan in order to facilitate administration of the Plan and to conform certain provisions in the Plan with other stock incentive plans maintained by the Corporation. NOW, THEREFORE, IT IS DECLARED, that, effective immediately following the effective time of the Merger, the Plan shall be amended as follows: 1. All references in the Plan to "Central Fidelity," including but in no way limited to the definition of the term contained in Section 1, shall hereafter be deemed to be references to Wachovia Corporation (the "Corporation"). 2. All references to the term "Common Stock," including but not limited to the definition of such term contained in Section 1, shall hereafter be deemed to be references to the Common Stock of Wachovia Corporation. 3. All references to the term "Stock Plan Committee," including but not limited to the definition of the term contained in Section 2, shall hereafter be deemed to be references to the Management Resources and Compensation Committee of the Board of Directors of Wachovia Corporation. 4. The third paragraph of Section 2 of the Plan shall be deleted in its entirety and the following shall be inserted in lieu thereof: "The Corporation's Board of Directors may from time to time appoint a committee, the Management Resources and Compensation Committee (the "Committee"), and may delegate to the Committee full power and authority to take any or all action required or permitted to be taken by the Corporation's Board of Directors under the Plan. Whenever the terms "the Corporation's Board of Directors" or "Central Fidelity's Board of Directors" appear herein, it shall, if the Committee has been appointed and is then acting, be interpreted to mean also the Committee. To the extent required by Rule 16b-3, (i) each member of the Committee shall be a 'non-employee director,' as such term is defined in Rule 16b-3 or any successor rule; and (ii) the Committee shall be comprised of no fewer than the minimum number of non-employee directors as may be required by Rule 16b-3." IN WITNESS WHEREOF, this Declaration of Amendment is executed on behalf of Wachovia Corporation as of the day and year first above written. WACHOVIA CORPORATION /s/ Leslie M. Baker, Jr. By: ----------------------------------- Chief Executive Officer ATTEST: /s/ Alice Washington Grogan - --------------------------- Secretary [Corporate Seal] 2 EX-99 14 EXHIBIT 99.9 EXHIBIT 99.9 1986 INCENTIVE STOCK OPTION PLAN (1) Purpose of the Plan. The 1986 Incentive Stock Option Plan (the "Plan") is intended to provide a means to encourage selected key employees ("Participants") of Central Fidelity Banks, Inc. ("Central Fidelity") and its present or future subsidiaries (the "Corporation") to remain in the Corporation's employ and to give the Participants an added incentive to increase the Corporation's earnings through granting Participants an attractive opportunity to acquire Common Stock, $5 par value, of Central Fidelity ("Common Stock"). The term "subsidiary" means a corporation included in Central Fidelity's consolidated financial statements or a subsidiary thereof. (2) Administration and Amendment of the Plan. From time to time, Central Fidelity's Board of Directors shall adopt resolutions granting stock options under this Plan (the "Options"); the resolutions shall name or describe the Participants and fix or describe the option price. As soon as practicable after each resolution is adopted, a written instrument, in a form approved by Central Fidelity's Board of Directors, shall be executed and delivered by Central Fidelity to the individual to whom the Option was granted ("Optionee"). Central Fidelity's Board of Directors may adopt rules and regulations for carrying out the Plan and may make changes in and additions to the Plan and, with the consent of the Optionee, to the terms and conditions of an Optionee's Option, as it may deem proper and in the best interests of the Corporation, without further action by Central Fidelity's shareholders; provided, however, that unless Central Fidelity's shareholders shall have first approved thereof, the total number of shares of Common Stock which may be purchased by Optionees under the Plan, or by any of them, shall not be increased, except as provided in Section 10 of the Plan. The interpretation and construction of any provision of the Plan by Central Fidelity's Board of Directors shall be final and conclusive. All expenses and costs in connection with the operation of the Plan shall be borne by Central Fidelity. It is intended that Options granted under the Plan shall be incentive stock options ("ISOs") within the meaning of Section 422A of the Internal Revenue Code of 1954, as amended (the "Act"). Accordingly, to the extent anything contained herein or in any Option granted hereunder is inconsistent with the Act as now in effect or as hereafter amended, such inconsistency shall be deemed of no force and effect and all provisions of the Act necessary to qualify the Options as ISOs shall prevail. Notwithstanding the preceding sentence, any Option which fails to qualify as an ISO shall be valid according to its terms and shall be treated as a non-statutory option. (3) Eligibility. Options shall be granted only to individuals who, in the opinion of Central Fidelity's Board of Directors, are key employees, including officers and directors who are regular employees of the Corporation. No option, however, may be granted to an Optionee who, at the time the Option is granted, owns more than 10% of the total combined voting power of all classes of stock of Central Fidelity at the time outstanding. In addition, the aggregate fair market value (determined as of the time an Option is granted) of the Common Stock for which any Optionee may be granted Options in any calendar year (under the Plan and any such other plan of the Corporation) shall not exceed $100,000 plus an unused limit carry over to such year as set forth in the Act as presently in effect or as may hereafter be amended. (4) Common Stock Subject to the Plan. Central Fidelity's Board of Directors is authorized to grant Options to purchase shares of Central Fidelity's Common Stock (or the number and kind of shares of stock or other securities which, under Section 10 hereof, shall be substituted for such Common Stock or to which same shall be adjusted). Such shares may be authorized but unissued shares or treasury shares. (5) Maximum Number of Shares Subject to Plan. Subject to adjustment as provided in Section 10 hereof, the aggregate amount of Common Stock to be delivered upon exercise of all Options granted under the Plan shall not exceed 300,000 shares. If any Options or installments thereof are not exercised in full before expiration thereof, the unpurchased shares subject thereto shall be treated as if such Options or installments had never been granted, effective immediately after they cease to be exercisable, and shall again be available for the purposes of the Plan. (6) Purchase Price and Use of Proceeds. The purchase price of the Common Stock under each Option shall be determined in each case by Central Fidelity's Board of Directors but shall not be less than one hundred percent (100%) of the fair market value of such stock as determined in good faith by Central Fidelity's Board of Directors on the date the Option is granted, and in any event not less than the par value of such stock. The proceeds received by the Corporation from sale of stock pursuant to the Plan shall be used for general corporate purposes. (7) Expiration of Option. Each Option shall expire on the earliest of (a) ten years from the date it is granted, (b) on such date as Central Fidelity's Board of Directors shall determine, (c) after the 90th day following the Optionee's ceasing to be employed continuously by the Corporation for any reason except retirement (i) at or after the then normal retirement age or earlier if approved by Central Fidelity's Board of Directors or (ii) for disability, or (d) 12 months after Optionee dies. (8) Exercise of Options. Each Option shall be exercised in whole or in such installments as Central Fidelity's Board of Directors shall determine. In the event Options are exercisable in installments, when the right to exercise any installment accrues, the shares included in the installments may be purchased at that time or from time to time thereafter before the Option expires. Failure to exercise all or part of any installment shall not affect Optionee's right to exercise any other installment. Notwithstanding the foregoing, however, no Option granted under the Plan may be exercised by the Optionee receiving such Option while there is outstanding any ISO, within the meaning of the Act, which was granted before the granting of such Option, to such Optionee, to purchase Central Fidelity stock or stock of a corporation which (at the time of the granting of such Option) is a parent or subsidiary corporation of Central Fidelity, or of a predecessor corporation of any of such corporations. For the purposes of the preceding sentence, any such ISO shall be treated as outstanding until such ISO is exercised in full or expires by reason of lapse time. The Option shall be exercised by mailing or delivering to Central Fidelity at its executive offices in Richmond, Virginia, (a) a written notice of such exercise which specifies the number of shares as to which the Option is being exercised, and (b) unless otherwise specifically provided by the Board, payment for such shares by check (which clears in due course) payable to the order of Central Fidelity. The shares purchased shall be deemed issued as of the date of such payment, and Central Fidelity shall cause appropriate stock certificates to be issued promptly. Such shares shall be fully paid and nonassessable. (9) Non-Transferability of Option. No Option shall be transferable by an Optionee except by will or the laws of descent and distribution. Each Option shall be exercisable during the Optionee's lifetime only by the Optionee. (10) Adjustment in Shares Subject to Option. If the outstanding shares of Common Stock shall be increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of Central Fidelity or of any other corporation, whether through reorganization, merger, consolidation, recapitalization, stock split-up, stock dividend, or otherwise, appropriate adjustments shall be made in the number or kind of shares or securities subject to this Plan and as to each Option and the purchase price per share therefor; but an Optionee shall not be entitled to purchase any fractional share or fraction of a security; and, if any adjustment would otherwise give an Optionee the right to purchase a fractional share or a fraction of a security, the Optionee shall forfeit such right. The foregoing sentence does not apply to cash dividends, which will be paid only on Common Stock which has been purchased by the exercise of Options. (11) Dissolution, Etc. of Central Fidelity. In the event of a proposed dissolution or liquidation of Central Fidelity, or in the event of a proposed sale of substantially all the assets or capital stock of Central Fidelity, each Option shall terminate as of a date to be fixed by the Board of Directors; provided that not less than 30 days written notice of the date so fixed shall be given to the Optionee, and the Optionee shall have the right, during the period of 30 days preceding such termination, to exercise Options as to all or any part of the shares covered thereby, including shares as to which Options would not otherwise be exercisable. (12) Death of Optionee. Except as otherwise provided in Section 11 hereof, if an Optionee dies before the Optionee's Option expires, the entire Option may be exercised within 12 months after the Optionee's death by the Optionee's executors or administrators or the person or persons to whom the Option shall pass by will or the laws of descent and distribution. Notwithstanding the provisions of Section 7 hereof, but subject to the provisions of Section 11 hereof, the expiration of any unexercised Option which passed on the death of an Optionee who died prior to January 1, 1995, to (i) the estate of the deceased Optionee or (ii) the person or persons to whom the Option passed by will or the laws of descent and distribution, may be extended by the Board of Directors or any Committee administering the Plan, in its discretion, with the agreement of the estate or other successor to the deceased Optionee, to a date not exceeding the original term of the Option when granted to the deceased Optionee. In no event shall the Board of Directors or the Committee, pursuant to the preceding sentence, (x) extend the expiration date of any Option for any person who is subject to reporting and short-swing liability under Section 16 of the Securities Exchange Act of 1934, or (y) increase any benefit under the Plan to any such person. (13) Rights as a Shareholder Employee. An Option shall not entitle an Optionee to any rights as a shareholder of Central Fidelity with respect to any shares subject to the Option until such Option has been exercised and the shares issued. Options shall not confer upon the Optionees any right with respect to continuation of employment by Central Fidelity, nor in any way interfere with or affect each Optionee's right or Central Fidelity's right to terminate such employment at any time. (14) Shares to be Reserved. Central Fidelity shall at all times during the terms of outstanding Options reserve and keep available such number of shares of Common Stock as shall be sufficient to satisfy the requirements of the Plan, and shall pay all fees and expenses necessarily incurred by Central Fidelity in connection therewith. (15) Termination of the Plan. This Plan shall terminate February 4, 1996, or at such earlier time as Central Fidelity's Board of Directors may determine. Options may be granted under the Plan at any time and from time to time before it terminates. Any Option outstanding under the Plan at the time it terminates shall remain in effect until the Option is exercised or expires. (16) Effective Date. This Plan shall be effective when approved by a majority of the shares of Common Stock of Central Fidelity outstanding and entitled to vote. Options may be granted pursuant to the Plan prior to said approval; provided, however, that no Option may be exercised or Common Stock issued before such approval or before a registration statement covering the Common Stock is filed with the Securities and Exchange Commission and becomes and is then effective. EX-99 15 EXHIBIT 99.10 EXHIBIT 99.10 WACHOVIA CORPORATION 1997 Declaration of Amendment to Central Fidelity Banks, Inc. 1986 Incentive Stock Option Plan THIS DECLARATION OF AMENDMENT, made this 24th day of October, 1997, by WACHOVIA CORPORATION, a North Carolina corporation (the "Corporation"), to the Central Fidelity Banks, Inc.1986 Incentive Stock Option Plan (the "Plan"). R E C I T A L S: WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of June 23, 1997 by and between the Corporation and Central Fidelity Banks, Inc. ("Central Fidelity"), Central Fidelity will merge with and into the Corporation, with the Corporation as the surviving corporation; and WHEREAS, pursuant to Section 3.06 of the Merger Agreement, as of the effective time of the merger (the "Merger"), each outstanding option to purchase shares of Central Fidelity common stock under the Plan, whether vested or unvested, will be converted into an option to acquire shares of the common stock of the Corporation (the "Common Stock"); and WHEREAS, pursuant to Section 6.13 of the Merger Agreement, the Corporation shall honor the Plan in accordance with its terms; and WHEREAS, pursuant to Sections 2 and 15 of the Plan, the Board may terminate, amend or modify the Plan, subject to the terms of the Plan; and WHEREAS, in connection with its assumption of awards under the Plan, and subject to the consummation of the Merger, the Corporation has determined that it would be in the best interest of the Corporation to make certain amendments to the Plan in order to facilitate administration of the Plan and to conform certain provisions in the Plan with other stock incentive plans maintained by the Corporation. NOW, THEREFORE, IT IS DECLARED, that, effective immediately following the effective time of the Merger, the Plan shall be amended as follows: 1. All references in the Plan to "Central Fidelity," including but in no way limited to the definition of the term contained in Section 1, shall hereafter be deemed to be references to Wachovia Corporation (the "Corporation"). 2. All references to the term "Common Stock," including but not limited to the definition of such term contained in Section 1, shall hereafter be deemed to be references to the Common Stock of Wachovia Corporation. 3. The third paragraph of Section 2 of the Plan shall become the fourth paragraph of such section and the following shall be inserted as the third paragraph of Section 2: "The Corporation's Board of Directors may from time to time appoint a committee, the Management Resources and Compensation Committee (the "Committee"), and may delegate to the Committee full power and authority to take any or all action required or permitted to be taken by the Corporation's Board of Directors under the Plan. Whenever the terms "the Corporation's Board of Directors" or "Central Fidelity's Board of Directors" appear herein, it shall, if the Committee has been appointed and is then acting, be interpreted to mean also the Committee. To the extent required by Rule 16b-3, (i) each member of the Committee shall be a 'non-employee director,' as such term is defined in Rule 16b-3 or any successor rule; and (ii) the Committee shall be comprised of no fewer than the minimum number of non-employee directors as may be required by Rule 16b-3." IN WITNESS WHEREOF, this Declaration of Amendment is executed on behalf of Wachovia Corporation as of the day and year first above written. WACHOVIA CORPORATION /s/ Leslie M. Baker, Jr. By: ------------------------------------ Chief Executive Officer ATTEST: /s/ Alice Washington Grogan - --------------------------- Secretary [Corporate Seal] 2 EX-99 16 EXHIBIT 99.11 EXHIBIT 99.11 CENTRAL FIDELITY BANKS, INC. 1992 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (AS AMENDED ON JULY 1, 1994 AND SEPTEMBER 11, 1996) SECTION 1. PURPOSES The purposes of the Plan are (i) to assist the Company in promoting a greater identity of interest between the Company's non-employee directors and its shareholders; and (ii) to afford any or all non-employee directors of the Company and Central Fidelity Bank the option to defer the receipt of all or part of their compensation until such future date as they may elect pursuant to the terms and conditions of the Plan in accordance with Revenue Ruling 71-419, 1971-2 C.B. 220. SECTION 2. DEFINITIONS 2.1 Definitions. The following words or terms used herein shall have the following meanings: (a) "Board" shall mean the Board of Directors of the Company. (b) "Committee" shall mean the Compensation Committee of the Board. (c) "Common Stock" shall mean the common stock, $5.00 par value, of the Company. (d) "Common Stock Equivalent" shall mean a hypothetical share of Common Stock credited to the Deferred Stock Account of a Participant as set forth in Section 7.3 hereof. (e) "Company" shall mean Central Fidelity Banks, Inc., a Virginia corporation, or any successor corporation. (f) "Deferred Compensation Program" shall mean the provisions of the Plan that permit Participants to defer all or part of their Director's Fees. (g) "Deferred Stock Account" shall mean the account established by the Company for each Participant electing to defer compensation under the Plan and to which will be credited Common Stock Equivalents pursuant to the Plan. (h) "Director's Fees" shall mean Retainer Fees and Meeting Fees. (i) "Effective Date" shall mean the date set forth in Section 12.1 hereof. A-1 (j) "Election to Participate" shall refer to the written election, in the form prescribed by the Company, filed by a Non-Employee Director who desires to participate in the Deferred Compensation Program of the Plan. (k) "ERISA" means the Employees Retirement Income Security Act of 1974, as amended from time to time. (l) "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time. (m) "Fair Market Value" shall mean, as of any given date, the average of the high and low sales prices of the Common Stock as reported on the NASDAQ National Market System for such date. If there is no regular public trading market for the Common Stock, the Fair Market Value shall be determined by the Committee in good faith. (n) "Meeting Fees" shall mean the aggregate amount of fees earned by a Non-Employee Director for attendance at meetings of the Board or any committee thereof during any calendar year. (o) "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from time to time. (p) "Non-Employee Director" shall mean any person duly elected to the Board or the Board of Directors of Central Fidelity National Bank who is not an officer or employee of the Company, Central Fidelity National Bank or any corporation in which the Company owns, directly or indirectly, stock possessing at least fifty percent (50%) of the total combined voting power of all classes of stock entitled to vote in the election of directors in such corporation. (q) "Participant" shall mean each Non-Employee Director who participates in the Plan in the manner prescribed herein. (r) "Plan" shall mean the Central Fidelity Banks, Inc. 1992 Compensation Plan for Non-Employee Directors, as amended. (s) "Retainer Fees" shall mean the annual retainer fees earned by a Non-Employee Director for services rendered as a director of the Company. (t) "Rule 16b-3" means Rule 16b-3 as promulgated by the Securities and Exchange Commission under Section 16(b) of the Exchange Act or any successor rule, as amended from time to time. 2.2 Gender and Number. Except when otherwise indicated by the context, the masculine gender shall also include the feminine gender, and the definition of any term herein in the singular shall also include the plural. A-2 SECTION 3. ELIGIBILITY Each Non-Employee Director is automatically subject to the provisions of Section 6 of the Plan for any calendar year or portion thereof that such director is a Non-Employee Director. In addition, each Non-Employee Director is eligible to participate in the Deferred Compensation Program of the Plan as provided in Section 7. SECTION 4. PLAN ADMINISTRATION The Plan shall be administered by the Committee. The members of the Committee shall be members of the Board appointed by the Board, and any vacancy on the Committee shall be filled by the Board. The Committee shall keep minutes of its meetings and of any action taken by it without a meeting. A majority of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present shall be the acts of the Committee. The Committee may authorize any one or more of its members or any officer of the Company to execute and deliver documents on behalf of the Committee. Any action that may be taken at a meeting of the Committee may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all of the members of the Committee. The Committee shall make appropriate reports to the Board concerning the operations of the Plan. Subject to the limitations of the Plan, the Committee shall have the sole and complete authority: (i) to impose such limitations, restrictions and conditions upon Participants as it shall deem appropriate, (ii) to interpret the Plan and to adopt, amend and rescind administrative guidelines and other rules and regulations relating to the Plan and (iii) to make all other determinations and to take all other actions necessary or advisable for the implementation and administration of the Plan. Notwithstanding the foregoing, the Committee shall have no authority, discretion or power to select the Non-Employee Directors who will be eligible to participate in the Plan, or to determine (x) the amount of Director's Fees to be deferred or the number of Common Stock Equivalents to be credited to a Participant's Deferred Stock Account pursuant to the Plan, (y) the number of shares of Common Stock to be issued under the Plan or (z) the time at which payment of Director's Fees shall be made, except as expressly permitted by the provisions of the Plan. The Committee's determinations on matters within its authority shall be conclusive and binding upon the Company and all other persons. The Committee shall act on behalf of the Company as sponsor of the Plan. All expenses associated with the Plan shall be borne by the Company. SECTION 5. STOCK SUBJECT TO THE PLAN 5.1. Number of Shares. A total of 85,000 shares of Common Stock are authorized for issuance under the Plan in accordance with the provisions of the Plan. This authorization may be increased from time to time by approval of the Board and by the shareholders of the Company if such shareholder approval is required. The Company shall at all times during the term of the Plan retain as authorized and unissued Common Stock at least the number of shares from time to time required under the provisions of the Plan, or otherwise assure itself of its ability to perform its obligations hereunder. 5.2 Adjustments Upon Changes in Common Stock. If there shall be any change in the Common Stock of the Company, through merger, consolidation, reorganization, recapitalization, A-3 stock dividend, stock split, spinoff, split up, dividend in kind or other change in the corporate structure or distribution to the shareholders, then the maximum number of shares authorized for issuance under the Plan shall be proportionately adjusted to reflect such change in the Common Stock. Proportionate adjustments shall also be made by the Committee in the number of Common Stock Equivalents held in the Deferred Stock Accounts established and maintained for Participants under the Plan and in the number of shares of Common Stock to be issued to Participants under the Plan. Other adjustments may be made by the Committee as equitably required. SECTION 6. PAYMENT OF DIRECTOR'S FEES Unless a Non-Employee Director files an Election to Participate in the Deferred Compensation Program under Section 7 of the Plan, all Director's Fees earned by a Non-Employee Director on or after July 1, 1994 shall be payable by the Company in cash. Retainer Fees earned by a Non-Employee Director during any calendar year and not deferred pursuant to Section 7 of the Plan shall be paid quarterly on such dates as the Committee may determine. Meeting Fees earned during any calendar year and not deferred shall be paid promptly after such fees are earned. Director's Fees earned by a Non-Employee Director between January 1, 1994 and June 30, 1994 and not deferred shall be payable by the Company in shares of Common Stock on or before December 31, 1994. The number of shares of Common Stock payable to each Non-Employee Director for the period between January 1, 1994 and June 30, 1994 shall be determined by dividing the amount of Director's Fees payable to such Non-Employee Director for such period by the Fair Market Value of the Common Stock on the first business day of calendar year 1994. Fractional shares shall be rounded to the next highest whole share. SECTION 7. DEFERRED COMPENSATION PROGRAM 7.1 Election to Participate. A Non-Employee Director may elect to participate in the Deferred Compensation Program of the Plan with respect to Director's Fees earned during any calendar year after 1996 by filing an Election to Participate with the Committee not later than December 31 of the year immediately preceding the calendar year in which such Director's Fees are to be earned. An Election to Participate filed by a Non-Employee Director hereunder may not be modified or revoked with respect to any calendar year as to which it is already in effect. Once a Non-Employee Director files an Election to Participate, he shall continue to be a Participant according to the terms of the election made on that form for all succeeding years during which he shall serve as a Non-Employee Director, unless sooner terminated or amended as permitted by Section 7.5 of this Plan. Any person who becomes eligible to participate in the Plan and who was not so eligible on the preceding December 31 may file an Election to Participate within thirty (30) days after he becomes eligible for services to be performed subsequent to the election. Any election so filed shall apply to Director's Fees to be earned and deferred during the remainder of the calendar year in which such person first became eligible to participate in the Plan and to all succeeding years during which he continues to be a Participant. 7.2. Deferral of Director's Fees. During any year in which a Participant has an Election to Participate on file with the Committee, the Company shall withhold and defer the payment of the Participant's Director's Fees in accordance with his Election to Participate. A A-4 Participant may elect to defer Retainer Fees or Meeting Fees, or both, with respect to any calendar year. 7.3 Deferred Stock Account. The Company shall establish and maintain a Deferred Stock Account with respect to each Participant's deferred Director's Fees. The Account shall be credited promptly following the end of each calendar quarter (March 31, June 30, September 30 and December 31) with the number of Common Stock Equivalents as shall be determined by dividing the amount of Director's Fees deferred by a Participant during such calendar quarter by the Fair Market Value of the Common Stock on the last business day of the calendar quarter for which such Director's Fees were earned; provided, however, that with respect to Director's Fees earned and deferred during calendar year 1993, each Participant's Account shall be credited periodically but not later than December 31, 1993 and the Fair Market Value of the Common Stock shall be determined as of February 1, 1993, and that with respect to Director's Fees earned during the period from January 1, 1994 to June 30, 1994, the Fair Market Value of the Common Stock shall be determined as of the first business day of calendar year 1994. Director's Fees deferred in the form of Common Stock Equivalents shall be deemed to be a hypothetical investment in shares of Common Stock, and will be adjusted to reflect stock dividends, stock splits and otherwise as set forth in Section 5.2. Dividends and other distributions on Common Stock Equivalents shall be deemed to have been paid as if such Common Stock Equivalents were actual shares of Common Stock issued and outstanding on the respective record or distribution dates. Common Stock Equivalents shall be credited to a Participant's Deferred Stock Account in respect of cash dividends and any other securities or property issued on the Common Stock in connection with reclassification, spinoffs and the like on the basis of the value of the dividend or other asset distributed and the Fair Market Value of the Common Stock Equivalents on the date of the announcement of the dividend or asset distribution, all at the same time and in the same amount as dividends or other distributions are paid or issued on the Common Stock. Fractional shares shall be credited to a Participant's Deferred Stock Account cumulatively, but the number of shares represented by the Common Stock Equivalents in a Participant's Deferred Stock Account shall be rounded to the next highest whole share for any payment to such Director pursuant to Section 7.4 hereof. A statement will be sent to each Participant as to the balance of his Deferred Stock Account at least once each calendar year. 7.4 Distribution of Deferred Stock. Payment of Common Stock Equivalents credited to a Participant's Deferred Stock Account shall be made in Common Stock on the basis of one share of Common Stock for each Common Stock Equivalent in a Participant's Deferred Stock Account. However, except in the event of the death of the Participant as provided below, no payment may be made with respect to any Common Stock Equivalents credited to a Participant's Deferred Stock Account until a period of at least six months has expired from the date such Common Stock Equivalents were credited to such Participant's Account. A Participant may elect to have all of his Deferred Stock Account distributed on a date certain or, at his election, in annual or quarterly installments over a period of not more than ten years. A Participant may elect to have such distribution(s) made or begin (i) the first business day of the calendar year following which he ceases to be a Non-Employee Director for any reason other than death, or (ii) the first business day of the calendar year following which he shall have ceased to be a Non-Employee Director and shall have attained age 65 or (iii) the first business day of a designated calendar year. The elections provided for in this paragraph shall be made in a Participant's A-5 Election to Participate. In the event that a Participant (or, if applicable, his Designated Beneficiary) incurs a severe financial hardship, the Board, in its absolute discretion, may revise the payment schedule elected. Such severe financial hardship must have been caused by an accident, illness or event beyond the control of the Participant (or, if applicable, his Designated Beneficiary). If a Participant dies during his term on the Board, the Common Stock Equivalents credited to his account shall be paid in Common Stock to the Designated Beneficiary named in such Participant's Election to Participate in the manner and over the period elected by the Participant under the first paragraph of this Section 7.4. Such payments shall be made or commence the first business day of the calendar month immediately following his date of death. If a Participant dies after he ceases to be a member of the Board, but before he receives a complete distribution from his Deferred Stock Account, the balance remaining in his Account shall be paid to his Designated Beneficiary in the manner elected by the Participant under the first paragraph of this Section 7.4. For the purposes of this paragraph, if payments to such Participant have not begun because he has not yet attained age 65, payments shall begin to the Designated Beneficiary on the first business day of the calendar month immediately following such Participant's date of death. In the event a Participant fails to specify a Designated Beneficiary, or in the event that his Designated Beneficiary is not living or in existence at the time of the Participant's death, the Common Stock Equivalents credited to his Deferred Stock Account shall be paid in Common Stock to his estate on the first business day of the calendar month following his date of death. 7.5. Changes in Election to Participate. A Participant may terminate his Election to Participate under the Plan or may amend his election with respect to his Director's Fees to be deferred by written request to the Committee by December 31 of each year for Director's Fees to be earned in the calendar year following the year in which the request is made. In no event shall any such termination or amendment affect amounts previously deferred under the Plan. Except as may be otherwise provided under this Plan, in the event a Participant terminates his Election to Participate under the Deferred Compensation Program of the Plan and remains a Non-Employee Director, he shall not be entitled to receive any distribution from his Deferred Stock Account until he ceases to be a Non-Employee Director and the distribution date elected under Section 7.4 has occurred. 7.6. Unfunded Plan. This Plan shall be unfunded and the amounts credited to a Participant's Deferred Stock Account shall not be set apart for him or be made available to him in any manner other than as provided in this Plan. No Participant or Designated Beneficiary shall have any right, title or interest in the memorandum accounts maintained by the Company. Payments may only be made at the times and in the manner expressly provided in this Plan, and the Company's obligation under this Plan is only a contractual obligation to make the payments when due. The Deferred Stock Accounts maintained by the Company with respect to such Director's Fees shall not be secured in any manner. Notwithstanding the foregoing, the Company may elect to segregate assets in a trust for the purpose of making payments under this Plan. However, assets of any such trust shall remain subject to the claims of creditors of the Company. Participants shall have no interest in or claim against the assets of the trust as beneficiaries or otherwise. A-6 7.7. Claims Against Participant's Accounts. No credits to the Deferred Stock Account of any Participant under this Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge by a Participant or Designated Beneficiary, and any attempt to do so shall be void. Nothing contained in this Plan shall give a Participant or Designated Beneficiary any interest, lien or claim against any specific asset of the Company. The rights of a Participant or his Designated Beneficiary shall be only those of a general creditor of the Company. SECTION 8. WITHHOLDING FOR TAXES No later than the date as of which an amount first becomes includible in the gross income of the Participant for Federal income tax purposes with respect to his participation in the plan, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. SECTION 9. ASSIGNABILITY Except as provided in Section 7.4 above or unless otherwise approved by the Committee, the right to receive payments or distributions hereunder shall not be transferable or assignable by a Non-Employee Director other than by will or the laws of descent and distribution. SECTION 10. AMENDMENT The Board from time to time may amend or modify the Plan; provided, however, that no amendment or modification may become effective without shareholder approval if the amendment (i) materially increases the aggregate number of shares which may be issued under the Plan, (ii) materially increases the benefits accruing to Participants under the Plan or (iii) materially modifies the eligibility requirements for participation in the Plan. In addition, no amendment or modification shall, without a Participant's consent, adversely affect any rights of a Participant in any Director's Fees earned by such Participant or in any Common Stock Equivalents credited to such Participant's Deferred Stock Account at the time such amendment or modification is made, except as may be required to qualify for an exemption under Rule 16b-3. SECTION 11. CONSTRUCTION 11.1 Federal Securities Law Requirements. It is intended that all transactions under the Plan comply with the conditions required under Rule 16b-3 to qualify for an exemption from the provisions of Section 16(b) of the Exchange Act. 11.2 Governing Law. The Plan and all Elections to Participate hereunder shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Virginia. SECTION 12. EFFECTIVE DATE OF PLAN; DURATION 12.1 Effective Date of Plan. The Plan was approved by the Board on May 13, 1992 and became effective on July 1, 1992, subject to approval by the Company's shareholders which was obtained on May 12, 1993. Amendments to the Plan were approved by the Board effective July 1, 1994 and September 11, 1996, without the necessity for shareholder approval. A-8 12.2 Duration. There shall be no time limitation with respect to the Plan. The Board may terminate the Plan at any time, by appropriate action. Upon termination of the Plan, Common Stock Equivalents then credited to each Deferred Stock Account shall be paid in accordance with the Election to Participate then governing such Account. A-9 EX-99 17 EXHIBIT 99.12 EXHIBIT 99.12 WACHOVIA CORPORATION 1997 DECLARATION OF AMENDMENT TO CENTRAL FIDELITY BANKS, INC. 1992 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS THIS DECLARATION OF AMENDMENT, made this 24th day of October, 1997, by WACHOVIA CORPORATION, a North Carolina corporation (the "Corporation"), to the Central Fidelity Banks, Inc. 1992 Compensation Plan for Non-Employee Directors (the "Plan"). R E C I T A L S: WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of June 23, 1997 by and between the Corporation and Central Fidelity Banks, Inc. ("Central Fidelity"), Central Fidelity will merge with and into the Corporation, with the Corporation as the surviving corporation; and WHEREAS, pursuant to Section 6.13 of the Merger Agreement, the Corporation shall honor the Plan in accordance with its terms; and WHEREAS, pursuant to Sections 10 and 12.2 of the Plan, the Board may terminate, amend or modify the Plan, subject to the terms of the Plan; and WHEREAS, in connection with its assumption of awards under the Plan, and subject to the consummation of the Merger, the Corporation has determined that it would be in the best interest of the Corporation to make certain amendments to the Plan in order to facilitate administration of the Plan and to conform certain provisions in the Plan with other stock incentive plans maintained by the Corporation. NOW, THEREFORE, IT IS DECLARED, that, effective immediately following the effective time of the Merger, the Plan shall be amended as follows: 1. All references in the Plan to the "Company," including but in no way limited to the definition of the term contained in Section 2.1(e), shall hereafter be deemed to be references to Wachovia Corporation (the "Corporation"). 2. All references to the term "Common Stock," including but not limited to the definition of such term contained in Section 2.1(c), shall hereafter be deemed to be references to the Common Stock of Wachovia Corporation. 3. All references to the term "Committee," including but not limited to the definition of the term contained in Section 2.1(b), shall hereafter be deemed to be references to the Management Resources and Compensation Committee of the Board of Directors of Wachovia Corporation. 4. The first paragraph of Section 4 of the Plan shall be amended by adding the following sentence at the end of such paragraph: "To the extent required by Rule 16b-3, (i) each member of the Committee shall be a 'non-employee director,' as such term is defined in Rule 16b-3 or any successor rule; and (ii) the Committee shall be comprised of no fewer than the minimum number of non-employee directors as may be required by Rule 16b-3." 5. Section 11.2 is hereby deleted and the following is inserted in lieu thereof: "11.2 Governing Law. The Plan and all Elections to Participate hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of North Carolina." IN WITNESS WHEREOF, this Declaration of Amendment is executed on behalf of Wachovia Corporation as of the day and year first above written. WACHOVIA CORPORATION /s/ Leslie M. Baker, Jr. By: ______________________________ Chief Executive Officer ATTEST: /s/ Alice Washington Grogan - -------------------- Secretary [Corporate Seal] 2 -----END PRIVACY-ENHANCED MESSAGE-----